UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-QSB



(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2007





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from _________to _________



Commission file number 0-17646





UNITED INVESTORS INCOME PROPERTIES

(Exact name of small business issuer as specified in its charter)







Missouri

43-1483942

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)



55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)



(864) 239-1000

(Issuer's telephone number)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X  No ___



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







PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS







UNITED INVESTORS INCOME PROPERTIES



BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



September 30, 2007







|                                               |          |        
|---------------------------------------------- | -------- | -------
|Assets                                         |          |        
|Cash and cash equivalents                      |          | $ 1,431
|Receivables and deposits                       |          | 79     
|Other assets                                   |          | 125    
|Investment properties:                         |          |        
|Land                                           | $ 1,021  |        
|Buildings and related personal property        | 7,389    |        
|                                               | 8,410    |        
|Less accumulated depreciation                  | (4,290)  | 4,120  
|                                               |          | $5,755 
|Liabilities and Partners' (Deficiency) Capital |          |        
|Liabilities                                    |          |        
|Accounts payable                               |          | $    74
|Tenant security deposit liabilities            |          | 36     
|Accrued property taxes                         |          | 13     
|Other liabilities                              |          | 36     
|Mortgage note payable (Note D)                 |          | 3,451  
|                                               |          |        
|Partners' (Deficiency) Capital                 |          |        
|General partner                                | $   (41) |        
|Limited partners (61,063 units issued and      |          |        
|outstanding)                                   | 2,186    | 2,145  
|                                               |          | $5,755 





See Accompanying Notes to Financial Statements













UNITED INVESTORS INCOME PROPERTIES



STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)





|                                      |                    |                   |         |         
|------------------------------------- | ------------------ | ----------------- | ------- | --------
|                                      | Three Months Ended | Nine Months Ended
|                                      | September 30,      | September 30,    
|                                      | 2007               | 2006              | 2007    | 2006    
|Revenues:                             |                    |                   |         |         
|Rental income                         | $   312            | $   278           | $   918 | $   800 
|Other income                          | 38                 | 28                | 107     | 83      
|Total revenues                        | 350                | 306               | 1,025   | 883     
|                                      |                    |                   |         |         
|Expenses:                             |                    |                   |         |         
|Operating                             | 182                | 176               | 535     | 533     
|General and administrative            | 25                 | 25                | 82      | 81      
|Depreciation                          | 81                 | 72                | 236     | 213     
|Interest                              | 50                 | 45                | 138     | 121     
|Property taxes                        | 24                 | 23                | 71      | 68      
|Total expenses                        | 362                | 341               | 1,062   | 1,016   
|                                      |                    |                   |         |         
|Casualty gain (Note C)                | --                 | 20                | --      | 20      
|                                      |                    |                   |         |         
|Net loss                              | $(12)              | $(15)             | $(37)   | $(113)  
|                                      |                    |                   |         |         
|Net loss allocated to general         |                    |                   |         |         
|partner (1%)                          | $    --            | $    --           | $    -- | $    (1)
|Net loss allocated to limited         |                    |                   |         |         
|partners (99%)                        | (12)               | (15)              | (37)    | (112)   
|                                      |                    |                   |         |         
|                                      | $(12)              | $(15)             | $(37)   | $(113)  
|                                      |                    |                   |         |         
|Net loss per limited partnership unit | $(0.20)            | $(0.25)           | $(0.61) | $(1.83) 
|                                      |                    |                   |         |         
|Distribution per limited              |                    |                   |         |         
|partnership unit                      | $--                | $--               | $--     | $1.79   





See Accompanying Notes to Financial Statements

















UNITED INVESTORS INCOME PROPERTIES



STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(Unaudited)

(in thousands, except unit data)







|                               |             |          |          |        
|------------------------------ | ----------- | -------- | -------- | -------
|                               | Limited     |          |         
|                               | Partnership | General  | Limited  |        
|                               | Units       | Partner  | Partners | Total  
|                               |             |          |          |        
|Original capital contributions | 61,063      | $--      | $15,266  | $15,266
|                               |             |          |          |        
|Partners' (deficiency) capital |             |          |          |        
|at December 31, 2006           | 61,063      | $   (41) | $ 2,223  | $ 2,182
|                               |             |          |          |        
|Net loss for the nine months   |             |          |          |        
|ended September 30, 2007       | --          | --       | (37)     | (37)   
|                               |             |          |          |        
|Partners' (deficiency) capital |             |          |          |        
|at September 30, 2007          | 61,063      | $(41)    | $2,186   | $2,145 





See Accompanying Notes to Financial Statements















UNITED INVESTORS INCOME PROPERTIES



STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                          |                   |         
|--------------------------------------------------------- | ----------------- | --------
|                                                          | Nine Months Ended
|                                                          | September 30,    
|                                                          | 2007              | 2006    
|Cash flows from operating activities:                     |                   |         
|Net loss                                                  | $   (37)          | $  (113)
|Adjustments to reconcile net loss to net cash provided by |                   |         
|operating activities:                                     |                   |         
|Depreciation                                              | 236               | 213     
|Amortization of loan costs                                | 32                | 32      
|Casualty gain                                             | --                | (20)    
|Change in accounts:                                       |                   |         
|Receivables and deposits                                  | (9)               | (8)     
|Other assets                                              | (43)              | 2       
|Accounts payable                                          | 30                | (6)     
|Tenant security deposit liabilities                       | 10                | 7       
|Accrued property taxes                                    | 13                | 16      
|Other liabilities                                         | 6                 | (8)     
|Due to affiliates                                         | (26)              | 13      
|Net cash provided by operating activities                 | 212               | 128     
|                                                          |                   |         
|Cash flows from investing activities:                     |                   |         
|Insurance proceeds received                               | --                | 36      
|Property improvements and replacements                    | (271)             | (221)   
|Net cash used in investing activities                     | (271)             | (185)   
|                                                          |                   |         
|Cash flows from financing activities:                     |                   |         
|Proceeds from mortgage note payable                       | 3,451             | --      
|Payments on mortgage note payable                         | (20)              | (21)    
|Repayment of mortgage note payable                        | (1,858)           | --      
|Advances from affiliate                                   | 171               | 54      
|Payments on advances from affiliate                       | (276)             | --      
|Distribution to partners                                  | --                | (110)   
|Loan costs (paid) refunded                                | (51)              | 10      
|Net cash provided by (used in) financing activities       | 1,417             | (67)    
|                                                          |                   |         
|Net increase (decrease) in cash and cash equivalents      | 1,358             | (124)   
|Cash and cash equivalents at beginning of period          | 73                | 229     
|Cash and cash equivalents at end of period                | $1,431            | $105    
|                                                          |                   |         
|Supplemental disclosure of cash flow information:         |                   |         
|Cash paid for interest                                    | $95               | $89     
|Supplemental disclosure of non-cash activity:             |                   |         
|Property improvements and replacements included in        |                   |         
|accounts payable                                          | $28               | $9      



At December 31, 2005, approximately $13,000 of property improvements and replacements were included in accounts payable, which are included in property improvements and replacements for the nine months ended September 30, 2006.





See Accompanying Notes to Financial Statements











UNITED INVESTORS INCOME PROPERTIES



NOTES TO FINANCIAL STATEMENTS

(Unaudited)



Note A  Basis of Presentation



The accompanying unaudited financial statements of United Investors Income Properties (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the Partnerships general partner, United Investors Real Estate, Inc. (the General Partner or UIRE), a Delaware corporation and a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.



Certain reclassifications have been made to the 2006 balances to conform to the 2007 presentation.



Recent Accounting Pronouncements



In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnershipdoes not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnerships financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.



In June 2007, the American Institute of Certified Public Accountants (the AICPA) issued Statement of Position No. 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies ("SOP 07-1").  SOP 07-1 provides guidance for determining whether the accounting principles of the AICPA Audit and Accounting Guide Investment Companies are required to be applied to an entity by clarifying the definition of an investment company and, whether investment company accounting should be retained by a parent company upon consolidation of an investment company subsidiary, or by an investor in the application of the equity method of accounting to an investment company investee.  SOP 07-1 applies to reporting periods beginning on or after December 15, 2007; however, the FASB has decided to issue an exposure draft that would indefinitely delay the effective date of SOP 07-1 until the FASB can reassess the provisions of SOP 07-1.  The Partnership is currently evaluating the impact, if any, that adoption of SOP 07-1 may have on its financial statements in the period of adoption.



Note B - Transactions with Affiliated Parties



The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities.  The Partnership Agreement provides for payments to affiliates for services and for reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.



Affiliates of the General Partner receive 5% of gross receipts from both of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $50,000 and $43,000 for the nine months ended September 30, 2007 and 2006, respectively, which are included in operating expenses.



An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $37,000 and $29,000 for the nine months ended September 30, 2007 and 2006, respectively, which is included in general and administrative expenses.



In accordance with the Partnership Agreement, during the nine months ended September 30, 2007, an affiliate of the General Partner advanced approximately $171,000 to the Partnership to fund capital improvements, operating expenses and costs associated with the September 2007 refinancing of the mortgage encumbering Bronson Place Apartments. During the nine months ended September 30, 2006, an affiliate of the General Partner advanced approximately $54,000 to the Partnership to fund operating expenses at both of the Partnerships investment properties.  During the nine months ended September 30, 2007 and 2006, interest on advances, at the rate of prime plus 2%, was approximately $8,000 and $1,000, respectively.  During the nine months ended September 30, 2007, the Partnership repaid approximately $276,000 and $11,000, respectively, of advances and associated accrued interest from proceeds from the refinancing of the mortgage encumbering Bronson Place Apartments. At September 30, 2007, there were no advances or associated accrued interest due to affiliates of the General Partner.



The Partnership insures its properties up to certain limits through coverage provided by AIMCO, which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the nine months ended September 30, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $34,000 and $25,000, respectively, for insurance coverage and fees associated with policy claims administration.



Note C  Casualty Event



In March 2006, there was a fire at Bronson Place Apartments, causing damage to one unit. Insurance proceeds of approximately $36,000 were received during the nine months ended September 30, 2006 to cover the damages. The Partnership recognized a casualty gain of approximately $20,000 during the three and nine months ended September 30, 2006 as a result of the receipt of insurance proceeds offset by the write-off of the undepreciated damaged assets of approximately $16,000.



Note D  Refinancing of Mortgage Note Payable



On September 21, 2007, the Partnership refinanced the mortgage encumbering Bronson Place Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $1,858,000, with a new mortgage loan in the principal amount of approximately $3,451,000. The new loan was refinanced under a secured real estate credit facility (Secured Credit Facility) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one-year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of approximately $3,451,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (6.28% per annum at September 30, 2007) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the General Partner. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the General Partner, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  Total capitalized loan costs in connection with the new mortgage were approximately $51,000 and are included in other assets.  Loan costs associated with the previous mortgage were fully amortized.



Note E - Contingencies



The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.



Environmental



Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.



Mold



The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the General Partner have implemented policies, procedures, third-party audits and training and the General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnerships financial condition or results of operations.



Note F  Subsequent Event



Subsequent to September 30, 2007, the Partnership distributed approximately $1,080,000 to the partners (approximately $1,069,000 to the limited partners or $17.51 per limited partnership unit) from the September 2007 refinancing of the mortgage encumbering Bronson Place Apartments.













ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrants financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.



The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for each of the nine months ended September 30, 2007 and 2006:



|                                |                   |     
|------------------------------- | ----------------- | ----
|                                | Average Occupancy
|Property                        | 2007              | 2006
|                                |                   |     
|Bronson Place Apartments (1)    | 97%               | 94% 
|Mountlake Terrace, Washington   |                   |     
|DeFoors Crossing Apartments (2) | 96%               | 90% 
|Atlanta, Georgia                |                   |     



(1)

The General Partner attributes the increase in occupancy at Bronson Place Apartments to improved economic conditions in the Seattle area and increased resident retention efforts.



(2)

The General Partner attributes the increase in occupancy at DeFoors Crossing Apartments to increased marketing and resident retention efforts.



The Partnerships financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the General Partner will be able to sustain such a plan. Further, a number of factors which are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnerships financial results.



Results of Operations



The Partnership recognized a net loss of approximately $12,000 and $37,000 for the three and nine months ended September 30, 2007, respectively, compared to net loss of approximately $15,000 and $113,000 for the three and nine months ended September 30, 2006, respectively. Net loss remained relatively constant for the three months ended September 30, 2007, as an increase in total revenues was substantially offset by an increase in total expenses and the recognition of a casualty gain in 2006.



The decrease in net loss for the nine months ended September 30, 2007 is due to an increase in total revenues, partially offset by an increase in total expenses and the recognition of a casualty gain in 2006. Total revenues increased for both the three and nine months ended September 30, 2007 due to increases in both rental and other income.  Rental income increased for both periods primarily due to increases in both occupancy and the average rental rate at both of the Partnerships investment properties. The increase in other income for both periods is primarily due to increases in utility reimbursements and lease cancellation fees at both of the Partnerships investment properties.



Total expenses increased for both the three and nine months ended September 30, 2007 due to increases in both depreciation and interest expense. Operating, general and administrative and property tax expenses remained relatively constant for the comparable periods. Depreciation expense increased for both periods due to property improvements and replacements placed into service during the past twelve months primarily at Bronson Place Apartments. Interest expense increased for both periods due to a higher variable interest rate on the previous mortgage encumbering Bronson Place Apartments and an increase in interest expense on advances from an affiliate of the General Partner due to a higher average outstanding balance.



Included in general and administrative expenses for the three and nine months ended September 30, 2007 and 2006 are management reimbursements to the General Partner as allowed under the Partnership Agreement, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



In March 2006, there was a fire at Bronson Place Apartments, causing damage to one unit. Insurance proceeds of approximately $36,000 were received during the nine months ended September 30, 2006 to cover the damages. The Partnership recognized a casualty gain of approximately $20,000 during the three and nine months ended September 30, 2006 as a result of the receipt of insurance proceeds, offset by the write-off of the undepreciated damaged assets of approximately $16,000.



Liquidity and Capital Resources



At September 30, 2007, the Partnership had cash and cash equivalents of approximately $1,431,000, compared to approximately $105,000 at September 30, 2006.  The increase in cash and cash equivalents of approximately $1,358,000, from December 31, 2006, is due to approximately $1,417,000 and $212,000 of cash provided by financing and operating activities, respectively, partially offset by approximately $271,000 of cash used in investing activities.  Cash provided by financing activities consisted of proceeds received from the refinancing of the mortgage encumbering Bronson Place Apartments and advances received from an affiliate of the General Partner, partially offset by repayment of the previous mortgage encumbering Bronson Place Apartments, repayment of advances received from an affiliate of the General Partner, loan costs paid and principal payments made on the previous mortgage encumbering Bronson Place Apartments. Cash used in investing activities consisted of property improvements and replacements. The Partnership invests its working capital reserves in interest bearing accounts.



The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state and local legal and regulatory requirements. The General Partner monitors developments in the area of legal and regulatory compliance.  For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance. Capital improvements planned for each of the Partnership's properties are detailed below.



Bronson Place Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $239,000 of capital improvements at Bronson Place Apartments, consisting primarily of exterior painting, major landscaping, and appliance and floor covering replacements. These improvements were funded from operating cash flow and advances from an affiliate of the General Partner.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine expenditures are anticipated during the remainder of 2007. Such capital expenditures will depend on the physical condition of the property as well as the anticipated cash flow generated by the property.



DeFoors Crossing Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $60,000 of capital improvements at DeFoors Crossing Apartments, consisting primarily of plumbing upgrades, signage and appliance and floor covering replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  The Partnership expects to begin a new project consisting of kitchen and bath upgrades to each unit in the fourth quarter of 2007.  Based on current construction plans, the General Partner anticipates the construction to be complete in the third quarter of 2008 at a total estimated cost of approximately $270,000.  While the Partnership has no other material commitments for property improvements and replacements, certain routine expenditures are anticipated during the remainder of 2007. Such capital expenditures will depend on the physical condition of the property as well as the anticipated cash flow generated by the property.



Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.



On September 21, 2007, the Partnership refinanced the mortgage encumbering Bronson Place Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $1,858,000, with a new mortgage loan in the principal amount of approximately $3,451,000. The new loan was refinanced under a secured real estate credit facility (Secured Credit Facility) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one-year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of approximately $3,451,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (6.28% per annum at September 30, 2007) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the General Partner. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the General Partner, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  Total capitalized loan costs in connection with the new mortgage were approximately $51,000 and are included in other assets.  Loan costs associated with the previous mortgage were fully amortized.



The Partnership distributed the following amounts during the nine months ended September 30, 2007 and 2006 (in thousands, except per unit data):



|           |                    |             |                    |            
|---------- | ------------------ | ----------- | ------------------ | -----------
|           | Nine Months        | Per Limited | Nine Months        | Per Limited
|           | Ended              | Partnership | Ended              | Partnership
|           | September 30, 2007 | Unit        | September 30, 2006 | Unit       
|           |                    |             |                    |            
|Operations | $--                | $--         | $110               | $1.79      



Subsequent to September 30, 2007, the Partnership distributed approximately $1,080,000 to the partners (approximately $1,069,000 to the limited partners or $17.51 per limited partnership unit) from the refinancing of the mortgage encumbering Bronson Place Apartments. Future cash distributions will depend on the levels of cash generated from operations, the timing of the debt maturity, property sales and/or financings. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital improvements, to permit additional distributions to its partners during the remainder of 2007 or subsequent periods.



Other



In addition to its indirect ownership of the sole general partner of the Partnership, AIMCO and its affiliates owned 24,498 limited partnership units (the "Units") in the Partnership representing 40.12% of the outstanding Units at September 30, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 40.12% of the outstanding Units at September 30, 2007, AIMCO and its affiliates are in a position to influence all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



The financial statements are prepared in accordance with accounting principles generally accepted in the United States which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Impairment of Long-Lived Assets



Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnerships investment properties.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Revenue Recognition



The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.



ITEM 3.

CONTROLS AND PROCEDURES



(a)

Disclosure Controls and Procedures. The Partnerships management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.



(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.













PART II - OTHER INFORMATION





ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.













SIGNATURES







In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







|                        |                                         
|----------------------- | ----------------------------------------
|                        | UNITED INVESTORS INCOME PROPERTIES      
|                        |                                         
|                        | By:   United Investors Real Estate, Inc.
|                        | General Partner                         
|                        |                                         
|Date: November 13, 2007 | By:   /s/Martha L. Long                 
|                        | Martha L. Long                          
|                        | Senior Vice President                   
|                        |                                         
|Date: November 13, 2007 | By:   /s/Stephen B. Waters              
|                        | Stephen B. Waters                       
|                        | Vice President                          

















|                                  
|----------------------------------
|UNITED INVESTORS INCOME PROPERTIES
|                                  
|INDEX TO EXHIBITS                 



Exhibit

Description



1

Form of Dealer Manager Agreement between the General Partner and the Dealer Manager, including Form of Soliciting Broker Agreement; incorporated by reference to Exhibit 1 to Partnership's Amendment to Registration Statement (File No. 33-20350) previously filed on May 2, 1988.



1.1

Amendment to Dealer Manager Agreement; incorporated by reference to Exhibit 1.1 to Post-Effective Amendment No. 2 to Partnership's Registration Statement previously filed on March 21, 1989.



4.1

Form of Subscription Agreement; incorporated by reference as part of the Prospectus of Partnership contained in Partnership's Amendment to Registration Statement previously filed on May 2, 1988.



4.2

Form of Agreement of Limited Partnership of Partnership; incorporated by reference as part of the Prospectus of Partnership contained in Partnership's Amendment to Registration Statement previously filed on May 2, 1988.



4.3

Tenth Amendment to Agreement of Limited Partnership of Partnership; incorporated by reference to Exhibit 4.3 to Partnership's Quarterly Report on Form 10-Q previously filed on May 15, 1989.



4.4

Certificate of Limited Partnership (Exhibit 3 to Partnership's Current Report on Form 8-K filed on April 29, 1991, is incorporated herein by reference).



4.5

Amendment to Agreement of Limited Partnership effective March 28, 2005; incorporated by reference to Exhibit 4.5 to Partnerships Quarterly Report on Form 10-QSB filed on May 13, 2005.



10.2

Agreement of Purchase and Sale, dated June 22, 1988, between United Investors Real Estate, Inc., as nominee for United Investors Income Properties, as purchaser, and Nilsen/Bay Ridge Development, Inc. and MBIV Development, as seller, relating to Bronson Place Apartments; incorporated by reference to the Partnership's Quarterly Report on Form 10-Q previously filed on August 11, 1988.



10.3

Agreement of Purchase and Sale, dated October 20, 1988, between United Investors Real Estate, Inc., as purchaser, and Defoors Crossing Associates, Ltd., as seller, relating to Defoors Crossing Apartments, and amendments thereto; incorporated by reference to the Post-Effective Amendment No.1 to Partnership's Registration Statement previously filed on February 1, 1989.



10.8

Stock Purchase Agreement dated December 4, 1992, showing the purchase of 100% of the outstanding stock of United Investors Real Estate, Inc. by MAE GP Corporation; incorporated by reference to the Partnership's Current Report on Form 8-K previously filed on December 31, 1992.



10.18

Deed of Trust, Security Agreement and Fixture Filing dated September 21, 2007 between United Investors Income Properties, a Missouri limited partnership, and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Registrants Current Report on Form 8-K dated September 21, 2007).



10.19

Secured Promissory Note dated September 21, 2007 between United Investors Income Properties, a Missouri limited partnership, and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Registrants Current Report on Form 8-K dated September 21, 2007).



10.20

Carveout Guarantee and Indemnity Agreement dated September 21, 2007 between AIMCO Properties, L.P., a Delaware limited partnership, and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Registrants Current Report on Form 8-K dated September 21, 2007).



31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification of the equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.