UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

             For the year ended:  December 31, 1997
                               OR

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

                Commission file number:  33-9921


                    SENIOR INCOME FUND L. P.
      Exact name of Registrant as specified in its charter


           Delaware                                  13-3392077
State or other jurisdiction of
incorporation or organization              I.R.S. Employer Identification No.

3 World Financial Center, 29th Floor
New York, NY  Attn.: Andre Anderson                    10285
Address of principal executive offices                zip code

Registrant's telephone number, including area code: (212) 526-3237

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

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


   4,827,500 DEPOSITORY UNITS OF LIMITED PARTNERSHIP INTEREST
                         Title of Class


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

                       Yes     X       No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant's
knowledge, in 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

State the aggregate market value of the voting stock held by non-
affiliates of the registrant:  Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE:    Portions of Parts I, II, III
and IV are incorporated by reference to the Partnership's Annual
Report to Unitholders for the year ended December 31, 1997.

                             PART I

Item 1. Business

(a)  General Development of Business

Senior Income Fund L.P. (the "Partnership", formerly Shearson
Lehman Senior Income Fund Limited Partnership), a Delaware
limited partnership, was formed on October 14, 1986 pursuant to a
Limited Partnership Agreement, as amended and restated on
March 17, 1987 pursuant to an Amended and Restated Limited
Partnership Agreement (the "Partnership Agreement").  The
Partnership was formed for the purpose of acquiring a general
partnership interest in Shearson August Property Partnership, a
California general partnership (the "Property Partnership"), with
August Financial Partners II ("AFP-II") an affiliate of August
Financial Corporation ("August").

The general partner of the Partnership is Senior Income Fund Inc.
(the "General Partner", formerly Shearson Lehman Senior Income
Fund, Inc.), a Delaware corporation, and wholly owned subsidiary
of Lehman Brothers Inc. (formerly Shearson Lehman Brothers Inc.).

On November 21, 1996, the Partnership purchased the general
partnership interest of the successor to AFP-II for a purchase
price of $850,000.  As a result of such purchase, all of the
Property Partnership's assets were distributed to the Partnership
and the Property Partnership was dissolved.  Accordingly, all
sale proceeds received upon a sale of any property belong to the
Partnership and no amount is owed to AFP-II.  The Partnership
will continue until December 31, 2036 unless terminated earlier
pursuant to the provisions of the Partnership Agreement.

The Property Partnership was formed to acquire, operate and
ultimately sell four specified residential properties for senior
citizens (the "Properties") as follows:  (i) Pacific Inn, a 134-
unit apartment complex located in Torrance, California; (ii) Nohl
Ranch Inn, a 133-unit apartment complex located in Anaheim,
California; (iii) Ocean House, a 121-unit apartment complex
located in Santa Monica, California, and; (iv) Prell Gardens, a
102-unit apartment complex located in Van Nuys, California.

On August 1, 1997, the Partnership closed the sale of three of
its four Properties _ Prell Gardens, Nohl Ranch and Pacific Inn,
for net proceeds of $30,148,357.  The sale of the Partnership's
fourth property, Ocean House, is subject to the satisfaction of
certain conditions of the buyer and approval of certain building
repairs by the City of Santa Monica.  Reference is made to Item 7
for a discussion of the sale and the pending sale of Ocean House.

(b)  Financial Information about Industry Segments

Substantially all of the Partnership's revenues, operating profit
or loss and assets relate solely to its interest as general
partner of the Property Partnership whose operating profit or
loss and assets relate to its ownership and operation of the
Properties, until November 21, 1996, at which time the
Partnership purchased AFP-II's general partner interest in the
Property Partnership, as noted in Item 1(a).

(c)  Narrative Description of Business

The Partnership's principal objectives at inception were:

  (1)    to provide quarterly cash distributions a portion of
         which will be "tax sheltered;"
  (2)    to preserve and protect capital;
  (3)    to achieve long-term appreciation in the value of the
         Properties for distributions upon sale of the Properties.

Presently, the Partnership expects to sell the remaining
property, distribute the net proceeds from the sale together with
the Partnership's remaining cash reserves (after payment of, or
provision for, the Partnership's liabilities and expenses, and
establishment of a reserve for contingencies, if any) and
dissolve the Partnership in accordance with the Partnership
Agreement.

(d)  Employees

The Partnership has no employees.

(e)  Competition

The Property competes with a variety of retirement living
complexes within their primary geographic markets, including
continuing care and lifecare facilities, which offer higher
levels of personal care, and often skilled nursing, in addition
to independent living units.  However, continuing care and
lifecare facilities usually require up-front accommodation fees,
and place greater emphasis on health and well-being rather than
on independent lifestyle and community activities.

(f)  Property Management

Prior to the sale of three of the Partnership's Properties on
August 1, 1997, day-to-day management of the Properties was
provided by Leisure Care, Inc., a leading retirement center
management company.  Day-to-day management includes employing
operating personnel on behalf of the Partnership and acting as
leasing agent.  Commencing August 1, 1997, MBK Senior Living
Communities, Ltd was engaged to provide day-to-day management of
the Partnership's remaining Property, Ocean House.  MBK Senior
Living Communities, Ltd is an affiliate of MBK Senior Properties,
Ltd., the buyer of the Properties.  See Item 7 for a discussion
of the sale of Prell Gardens, Nohl Ranch and Pacific Inn, and
pending sale of Ocean House.  See Note 4, "Property Management,"
to the Consolidated Financial Statements of the Partnership's
Annual Report to Unitholders for the year ended December 31, 1997
included in Item 14 of this report.


Item 2.  Properties

On August 1, 1997, the Partnership closed the sale of three of
its four Properties _ Prell Gardens, Nohl Ranch and Pacific Inn.
The Partnership's remaining property, Ocean House, is a ten-story
building adjacent to Santa Monica Beach in Santa Monica,
California.  Many of the property's 121 units feature balconies
and ocean views.  Ocean House provides residents with various
amenities including an assisted living program.  The property is
located in an upscale area with an established senior population
and faces competition from three other retirement facilities
within its market.  The property competes at the higher end of
the price scale based on its location and level of service.  The
property enjoys a competitive advantage due to its assisted
living program, many activity programs and community involvement.

Ocean House is currently under contract for sale, subject to the
satisfaction of certain conditions of the buyer and approval of
certain building repairs by the City of Santa Monica.  Reference
is made to Item 7 for a discussion of the pending sale.

Ocean House maintains an assisted living program which requires
licensing.  Accordingly, this property is subject to the periodic
licensing requirements and inspection procedures of the
California State Department of Social Services.  California law
prescribes a list of services which must be provided in rental
retirement facilities such as:  (i) assistance with daily living
activities in the combinations which meet the needs of residents,
(ii) helping residents gain access to appropriate supportive
services in the community, (iii) being aware of the residents'
general whereabouts, (iv) monitoring the activities of the
residents while they are under the supervision of the facility to
ensure their general health, safety and well being, and (v)
encouraging the residents to maintain and develop their maximum
functional ability through participation in planned activities.
Both criminal and civil penalties may be imposed in the event of
violation of any of these duties.  Currently there are no
restrictions on the level of rent, or on rent increases.


Item 3.  Legal Proceedings

The Registrant is not subject to any material pending legal
proceedings.


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

No matters were submitted to a vote of the holders of Units
("Limited Partners") during the fourth quarter of the year for
which this report is filed.


                             PART II

Item 5.  Market for the Partnership's Limited Partnership
Interests and Related Security Holder Matters

(a) Market Price Information

There is no established trading market for the units nor is there
anticipated to be.

(b) Holders

As of December 31, 1997, there were 3,459 Limited Partners of
record.

(c)  Cash Distributions per Unit
                                    1997      1996
          1st Quarter             $0.075    $0.075
          2nd Quarter              0.000     0.075
          3rd Quarter              0.000     0.075
          Special Distribution    5.7501    0.6002
          4th Quarter              0.000     0.075
          Total                   $5.825    $0.900

 (1)On August 25, 1997, the Partnership paid a cash distribution
    in the amount of $5.75 per Unit representing proceeds from
    the sale of Prell Gardens, Nohl Ranch, and Pacific Inn and
    cash flow from operations for the second quarter of 1997.

 (2)Distribution from cash reserves held pending a settlement
    with the Partnership's insurance carrier regarding certain
    claims for earthquake damage at Prell Gardens and Ocean House.

As a result of the August 1, 1997 sale of three of the
Partnership's four Properties, the Partnership suspended the
payment of quarterly cash distributions beginning with the second
quarter distribution which would have been paid on or about
August 15, 1997.  Once the sale of Ocean House is completed, the
General Partner will distribute the net proceeds from the sale
together with the Partnership's remaining cash reserves (after
payment of, or provision for, the Partnership's liabilities and
expenses, and establishment of a reserves for contingencies, if
any) and dissolve the Partnership in accordance with the
Partnership Agreement.


Item 6.  Selected Financial Data

(Dollars in thousands, except
 per Unit data)                      1997      1996      1995      1994    1993
Rental Income                      $8,233   $10,782   $10,838   $10,387  $9,526
Interest Income                       344       205       199        98      36
Total Income                        8,577    13,305(2) 11,037    10,485   9,561
Net Income (Loss) From Operations     931     3,154    (7,877)(3)   137     518
Gain On Sale Of Properties         11,840         _         _         _`      _
Net Income (Loss)                  12,771(4)  3,154    (7,877)(3)   137     518
Net Income (Loss) From Operations
  Per Unit (1)                        .19       .65     (1.63)      .03     .11
Net Income (Loss) Per Unit (1)       2.58       .65     (1.63)      .03     .11
Cash Distributions Per Unit (1)      5.82       .90       .30       .30     .30
Total Assets                        5,547   $22,574   $22,976   $32,459 $33,465

 (1)Total Units outstanding: 4,827,500.

 (2)Includes net insurance settlement income of $2,318,387, in
    connection with the Partnership's settlement of its
    litigation with its insurance carrier in November 1996.

 (3)Includes the recognition of a $8,712,292 loss on the write-
    down of real estate assets in compliance with Financial
    Accounting Standards No. 121 in 1995.

 (4)Includes the recognition of a $11,839,814 gain on sale of
    three properties.

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

(a)  Liquidity and Capital Resources

On June 9, 1997, the Partnership executed an agreement with an
unaffiliated third party, MBK Senior Properties, Ltd. (the
"Buyer"), to sell the Partnership's four Properties (the "Sale")
for $36,300,000, subject to adjustments and prorations for
closing costs, a credit for the cost of certain improvements to
be made at the Prell Gardens property and a credit for the cost
to repair earthquake damage at the Ocean House property.  On
August 1, 1997, the Partnership closed the Sale for three of the
four Properties _ Prell Gardens, Nohl Ranch and Pacific Inn, for
net proceeds of $30,148,357.  The sale of the Partnership's
fourth property, Ocean House, is subject to the satisfaction of
certain conditions of the buyer and approval of certain building
repairs by the City of Santa Monica.  Althouth there have been
unexpected delays, it is anticipated that the sale of Ocean House
will occur during 1998.  In the meantime, the Partnership will
continue to operate the property and generate rental income from
operations.

As a result of the Sale, the Partnership suspended the payment of
quarterly cash distributions beginning with the second quarter
distribution which would have been paid on or about
August 15, 1997.  On August 25, 1997, the Partnership paid a cash
distribution in the amount of $5.75 per Unit, representing proceeds
from the sale of Prell Gardens, Nohl Ranch, and Pacific Inn and
cash flow from operations for the second quarter of 1997.  Since
inception, limited partners have received cash distributions
totaling $11.235 per $10.00 Unit.

Upon completion of the sale of Ocean House, the General Partner
will distribute the net proceeds from the sale together with the
Partnership's remaining cash reserves (after payment of, or
provision for, the Partnership's liabilities and expenses, and
establishment of a reserves for contingencies, if any) and
dissolve the Partnership in accordance with the Partnership
Agreement.  However, the timing and amount of the final
distribution is subject to Ocean House's operations until
closing, closing adjustments and other factors, all of which
remain uncertain at this time.  While it is anticipated that the
sale of Ocean House will be completed during 1998, there can be
no assurance that the sale will be consummated, or that a sale,
if completed, will result in any particular level of net sales
proceeds.

In anticipation of the Sales, the Properties were reclassified on
the consolidated balance sheet as of December 31, 1996, as "Real
estate assets held for disposition."

Prepaid expenses were $204,867 and $168,259 at December 31, 1997
and 1996, respectively.  The increase is mainly due to a pre-
payment of the ground rent for the Ocean House property.

At December 31, 1997, accounts payable and accrued expenses were
$180,192 compared to $1,033,316 at December 31, 1996.  The
balance in 1996 includes certain non-recurring expenses including
expenses for services rendered by the Partnership's engineering
firm in connection with earthquake related repair work at Ocean
House and Prell Gardens in the amount of $428,154, and for legal
expenses associated with the insurance litigation and various
tender offers in the amount of $344,822, as well as the timing of
payments for incentive management fees payable to Leisure Care,
Inc. in the amount of  $87,133.

On November 21, 1996, the Partnership purchased the general
partnership interest of the successor to AFP-II for a purchase
price of $850,000.  The Partnership's purchase of the general
partnership interest was funded from cash reserves.  As a result
of such purchase, the Property Partnership's assets were
distributed to the Partnership and the Property Partnership was
dissolved.  Accordingly, all sale proceeds received upon a sale
of any property belong to the Partnership and no amount is owed
to AFP-II.

Due to affiliates decreased to $61,973 at December 31, 1997 from
$190,609 at December 31, 1996, reflecting the payment of past due
fees.  Security deposits payable decreased to $56,831 at December
31, 1997 from $148,700 at December 31, 1996, primarily due to the
Sale.

(b)  Results of Operations

1997 versus 1996

Partnership operations for the year ended December 31, 1997
resulted in net income of $12,770,868 compared to $3,154,499 for
1996.  The increase is primarily due to the gain on sale of
properties in the amount of $11,839,814.  Excluding this gain, the
Partnership incurred net income from operations of $931,054 for the
year ended December 31, 1997.  The decrease in net income from
operations was primarily the result of lower rental income due to
the sale of properties, partially offset by the elimination of
depreciation expense in 1997 as a result of the reclassification of
the Properties as "real estate assets held for disposition".  The
1996 amount also includes the receipt of insurance settlement
proceeds.

Rental income was $8,232,614 for the year ended December 31,
1997, compared to $10,782,123 for 1996.  The decrease is due to
the sale of three of the Properties on August 1, 1997, which was
partially offset by  an increase in rental income from Ocean
House.

As a result of the sale of three of the Partnership's Properties
on August 1, 1997, the following expense categories decreased
from 1996 to 1997:  payroll, rent and utilities, supplies,
repairs and maintenance and real estate taxes.

General and administrative expenses were $1,527,054 in 1997 as
compared with $1,774,183 in 1996.  The decrease is the result of
the sale of the three properties partially offset by an increase in
management fees at Ocean House and an increase in Partnership
servicing expense.  During 1997, certain expenses incurred by the
General Partner, its affiliates, and an unaffiliated third party
service provider in servicing the Partnership, which were
voluntarily absorbed by affiliates of the General Partner in prior
periods, were reimbursable to the General Partner and its
affiliates.

Loss on real estate held for disposition totaled $48,000 for the
year ended December 31, 1997.  This represents costs associated
with balcony restoration at Ocean House which were expensed
through the loss provision in compliance with Statement of
Financial Accounting Standards No. 121.

For the years ended December 31, 1997 and 1996, Ocean House
reported average occupancy of  95% and 91%, respectively.

1996 versus 1995

Partnership operations for the year ended December 31, 1996
resulted in net income of $3,154,499 compared to a net loss of
$7,877,298 for 1995.  The change from net loss to net income in
1996 is the result of the Partnership's net insurance settlement
income of $2,318,387 in 1996 and the recognition of a $8,712,292
loss on the write-down of real estate assets in compliance with
Financial Accounting Standards No. 121 in 1995.

Rental income was $10,782,123 for the year ended December 31,
1996, compared to $10,838,267 for 1995.  The decrease is the
result of lower average occupancy at Prell Gardens as anticipated
during the earthquake repair work at the property.  The decrease
in rental income at Prell Gardens was partially offset by higher
rental income from each of the other properties, notably Nohl
Ranch and Pacific Inn.  Interest income for the year was
$204,526, largely unchanged from $199,078 in 1995.

Total expenses for the year ended December 31, 1996 were
$10,150,537, compared to $18,914,643 for the year ended December
31, 1996.  The decrease is largely the result of the
Partnership's recognition of a $8,712,292, loss on the write-down
of Prell Gardens, Ocean House and Nohl Ranch, in compliance with
Financial Accounting Standards No. 121, in 1995.  Depreciation
was $1,507,326 for the year ended December 31, 1996 compared to
$1,797,858 for the year ended December 31, 1995.  The decrease
reflects the adjusted basis of the properties required at year-
end 1995 in connection with the write-down of the properties.

General and administrative expenses were $1,774,183 in 1996,
compared to $1,633,797 in 1995.  The increase is the result of
legal, printing and postage expenses incurred in connection with
various tender offers, the AFP-II buyout, and other legal fees.

Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to
Unitholders for the year ended
December  31, 1997, which is filed as an exhibit under Item 14.

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

None.

                            PART III


Item 10.  Directors and Executive Officers of the Partnership

The Partnership has no directors or officers.  The General
Partner has general responsibility for all aspects of the
Partnership's operation.  Certain of the officers and directors
of the General Partner are also officers and employees of Lehman
Brothers Inc.

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

The directors and principal officers of the General Partner are
listed below.

        Name                 Office
        Jeffrey C. Carter    Director, President and Chief Financial Officer
        Moshe Braver         Director and Vice President
        Lawrence M. Ostow    Vice President

Jeffrey C. Carter, 52, is a Senior Vice President of Lehman
Brothers in the Diversified Asset Group.  Mr. Carter joined
Lehman Brothers in September 1988.  From 1972 to 1988, Mr. Carter
held various positions with Helmsley-Spear Hospitality Services,
Inc. and Stephen W. Brener Associates, Inc. including Director of
Consulting Services at both firms. From 1982 through 1987, Mr.
Carter was President of Keystone Hospitality Services, an
independent hotel consulting and brokerage company.  Mr. Carter
received his B.S. degree in Hotel Administration from Cornell
University and an M.B.A. degree from Columbia University.

Moshe Braver, 44, is currently a Managing Director of Lehman
Brothers and has held such position since October 1985.  During
this time, he has held positions with the Business Analysis
Group, International and Capital Markets Administration and
currently, with the Diversified Asset Group.  Mr. Braver joined
Shearson Lehman Brothers in August 1983 as Senior Vice President.
Prior to joining Shearson, Mr. Braver was employed by the
accounting firm of Coopers & Lybrand from January 1975 through
August 1983 as an Audit Manager.  He received a Bachelor of
Business Administration degree from Bernard Baruch College in
January 1975 and is a Certified Public Accountant.

Lawrence M. Ostow, 29, is a Vice President of Lehman Brothers and
is responsible for the management of commercial real estate in
the Diversified Asset Group.  Mr. Ostow joined Lehman Brothers in
September 1992.  Prior to that, Mr. Ostow was a Senior Consultant
with Arthur Andersen & Co. in the Real Estate Services Group,
beginning in July 1990.  Mr. Ostow earned an M.B.A. from the
Stern School of Business in 1997 and a B.A. degree in Economics
from the University of Michigan in 1990.


Item 11.  Executive Compensation

The Directors and Officers of the General Partner do not receive
any salaries or other compensation from the Partnership.  See
Item 13, "Certain Relationships and Related Transactions," for a
description of certain transactions of the General Partner and
its affiliates with the Partnership.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security ownership of certain beneficial owners.

As of December 31, 1997, one party was known by the Partnership
to be the beneficial owner of more than five percent of the Units
of the Partnership.  The owner, LAVRA, Inc., owns a total of
585,482.75 Units or 12.1% of the Units in one account.  LAVRA's
address is 245 Fischer Avenue, Suite D-1, Costa Mesa, California,
92626.

(b)  Security ownership of management.

Officers and Directors of the General Partner owned no units of
the Partnership as of December 31, 1997.

(c)  Changes in control.

None.


Item 13.  Certain Relationships and Related Transactions

For fees paid and reimbursed to the General Partner or its
affiliates during 1997, 1996 and 1995, see Note 5, " Transactions
with Related Parties," to the Consolidated Financial Statements
which is incorporated by reference to the Partnership's Annual
Report to Unitholders for the year ended December 31, 1997, which
is filed as an exhibit under Item 14.


                             PART IV


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

(a)(1) Financial Statements:

       Consolidated Balance Sheets - At December 31, 1997 and 1996   (1)

       Consolidated Statements of Partners' Capital (Deficit)  -
       For the years ended December 31, 1997, 1996 and 1995          (1)

       Consolidated Statements of Operations - For the years ended
       December 31, 1997, 1996 and 1995                              (1)

       Consolidated Statements of Cash Flows - For the years ended
       December 31, 1997, 1996 and 1995                              (1)

       Notes to the Consolidated Financial Statements                (1)

       Report of Independent Accountants                             (1)

(a)(2) Financial Statement Schedules:

       Schedule III - Real Estate and Accumulated Depreciation     (F-1)

       Report of Independent Accountants                           (F-2)


 (1) Incorporated by reference to the Partnership's Annual Report to
     Unitholders for the year ended December 31, 1997, filed as an exhibit
     under Item 14.

(a)(3)  Exhibits

3.1  The Partnership's Amended and Restated Agreement of Limited
     Partnership, Dated March 17, 1987, is hereby incorporated by
     reference to Exhibit A to the Prospectus contained in
     Registration Statement No. 33-9921, which registration
     Statement (the "Registration Statement") was declared
     effective by the Securities and Exchange Commission on
     January 30, 1987.

3.2  The Capital Contribution Agreement by and among the General
     Partner and Shearson Group is hereby incorporated by
     reference to Exhibit 3.2 to the Registration Statement.

10.1 Form of the Management Agreement dated as of April 5, 1988
     between the Partnership and the Operator is incorporated by
     reference to Exhibit 10.2 to the Registration Statement.

10.2 The form of Property Partnership Agreement between the
     Partnership and the Property Partner is hereby incorporated
     by reference to Exhibit 10.6 to the Registration Statement.

10.3 The form of Purchase Agreement concerning the acquisition of
     the Properties is hereby incorporated by reference to
     Exhibit No. 10.4 to the Registration Statement.

10.4 Form of the Amended Management Agreement dated as of January
     1, 1990 between the Partnership and the Operator hereby
     incorporated by reference to Exhibit 10.5 to the
     Partnership's Annual Report on Form 10-K for the year ended
     December 31, 1989, as filed with the Securities and Exchange
     Commission on March 30, 1990.

10.5 Form of the Settlement Agreement Dated December 18, 1989
     between the Partnership and class members hereby
     incorporated by reference to Exhibit 10.6 to the
     Partnership's Annual Report on Form 10-K for the year ended
     December 31, 1989, as filed with the Securities and Exchange
     Commission on March 30, 1990.


13.1 Annual Report to Unitholders for the year ended December 31,1997.

27   Financial Data Schedule.

(b) Reports on Form 8-K:

     No reports on Form 8-K were filed during the last quarter of
     the year ended December 31, 1997.


                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                    SENIOR INCOME FUND L.P.

                    BY:  SENIOR INCOME FUND INC.
                         General Partner



Date: March 27, 1998   BY:  /s/ Jeffrey C Carter
                       Name:    Jeffrey C. Carter
                       Title    Director, President and Chief Financial Officer


Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Partnership has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                    SENIOR INCOME FUND L.P.

                    BY:  SENIOR INCOME FUND INC.
                         General Partner



Date: March 27, 1998   BY:  /s/ Jeffrey C. Carter
                       Name:    Jeffrey C. Carter
                       Title    Director, President and Chief Financial Officer



Date: March 27, 1998   BY:  /s/ Moshe Braver
                       Name:    Moshe Braver
                       Title    Director and Vice President



Date: March 27, 1998   BY:  /s/ Lawrence M. Ostow
                       Name:    Lawrence M. Ostow
                       Title    Vice President