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, 2004


[ ]   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 (i) 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 ___

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                       UNITED INVESTORS INCOME PROPERTIES

                                  BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                               September 30, 2004

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 317
   Receivables and deposits                                                      41
   Other assets                                                                  87
   Investment properties:
       Land                                                  $ 1,522
       Buildings and related personal property                10,028
                                                              11,550
       Less accumulated depreciation                          (5,270)         6,280
                                                                            $ 6,725
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 19
   Tenant security deposit liabilities                                           48
   Accrued property taxes                                                        34
   Other liabilities                                                             60
   Due to affiliates (Note B)                                                    27

Partners' (Deficiency) Capital
   General partner                                             $ (65)
   Limited partners (61,063 units
      issued and outstanding)                                  6,602          6,537
                                                                            $ 6,725

                See Accompanying Notes to Financial Statements
</TABLE>

                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)


<TABLE>
<CAPTION>

                                         Three Months Ended        Nine Months Ended
                                            September 30,            September 30,
                                          2004         2003         2004        2003
Revenues:
<S>                                      <C>          <C>         <C>         <C>
  Rental income                          $ 422        $ 411       $ 1,188     $ 1,165
  Other income                               47           50          124         153
         Total revenues                     469          461        1,312       1,318

Expenses:
  Operating                                 237          195          617         584
  General and administrative                 41           38          112          88
  Depreciation                              103          103          313         311
  Property taxes                             37           40          113         112
         Total expenses                     418          376        1,155       1,095

Net income                                $ 51         $ 85        $ 157       $ 223

Net income allocated to general
  partner (1%)                            $ 1          $ 1          $ 2         $ 2
Net income allocated to limited
  partners (99%)                             50           84          155         221

                                          $ 51         $ 85        $ 157       $ 223

Net income per limited partnership
  unit                                   $ .82        $ 1.38      $ 2.54      $ 3.62
Distributions per limited
  partnership unit                       $ 1.52        $ --       $ 9.38      $ 6.57


                See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>




                       UNITED INVESTORS INCOME PROPERTIES

            STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

<S>                                   <C>          <C>        <C>          <C>
Original capital contributions        61,063       $ --       $15,266      $15,266

Partners' (deficiency) capital
   at December 31, 2003               61,063      $ (61)      $ 7,020      $ 6,959

Distributions to partners                 --          (6)        (573)        (579)

Net income for the nine months
   ended September 30, 2004               --           2          155          157

Partners' (deficiency) capital
   at September 30, 2004              61,063      $ (65)      $ 6,602      $ 6,537


                See Accompanying Notes to Financial Statements
</TABLE>



                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                     September 30,
                                                                   2004         2003
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $ 157        $ 223
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                    313          311
     Change in accounts:
      Receivables and deposits                                        (8)           5
      Other assets                                                   (23)           8
      Accounts payable                                                 2          (10)
      Tenant security deposit liabilities                              4           (2)
      Accrued property taxes                                          28           17
      Other liabilities                                               28           39
      Due to affiliates                                              (17)         (31)
        Net cash provided by operating activities                    484          560

Cash flows used in investing activities:
  Property improvements and replacements                             (75)         (85)

Cash flows from financing activities:
  Distributions to partners                                         (579)        (405)
  Loan costs incurred                                                (22)          --
    Net cash used in financing activities                           (601)        (405)

Net (decrease) increase in cash and cash equivalents                (192)          70

Cash and cash equivalents at beginning of period                     509          344

Cash and cash equivalents at end of period                        $ 317        $ 414

                See Accompanying Notes to Financial Statements

</TABLE>

                       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 United Investors Real Estate,  Inc. (the "General  Partner" or
"UIRE"), a Delaware corporation, 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, 2004,
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2004.  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, 2003.

For the period of February 27, 2004 to September 30, 2004 and part of the period
ended  September  30, 2003,  the General  Partner was a subsidiary  of Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment  trust.  On  May 1,  2003,  Everest  Properties,  Inc.  a  California
corporation  ("Everest")  acquired  all  of the  capital  stock  of the  General
Partner.  In  connection  with this  transaction,  the  General  Partner and the
Partnership  entered  into a  Services  Agreement  effective  May 1,  2003  (the
"Services  Agreement")  with NHP  Management  Company  ("NHP"),  an affiliate of
AIMCO,  whereby NHP agreed to provide portfolio and property management services
for the Partnership. The portfolio management services included the services the
General Partner of the Partnership  generally performs or procures in connection
with the management of the Partnership,  subject to certain limitations provided
for in the Services  Agreement.  As  compensation  for  providing  the portfolio
management  services and the property management  services,  the General Partner
paid  and  assigned  over  to  NHP  all  of  the  income,  distributions,  fees,
commissions, reimbursements and other payments payable by the Partnership to the
General Partner or any of its affiliates.  On February 27, 2004, AIMCO/IPT, Inc.
("IPT"), a subsidiary of AIMCO, reacquired from Everest all of the capital stock
of the General  Partner.  As of February 27, 2004,  the Services  Agreement  was
terminated.

Reclassification

Certain balances from 2003 have been reclassified to conform to the current year
presentation.

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.  Pursuant to the Services Agreement discussed in "Note A", all such
payments for services  provided for in the  Partnership  Agreement  were paid to
NHP.

During the nine months  ended  September  30, 2004 and 2003,  affiliates  of the
General  Partner and NHP were entitled to receive 5% of gross  receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$63,000  and  $66,000 for the nine  months  ended  September  30, 2004 and 2003,
respectively, which is included in operating expenses.

An   affiliate  of  the  General   Partner  and  NHP  charged  the   Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$73,000  and  $45,000 for the nine  months  ended  September  30, 2004 and 2003,
respectively,  which is  included  in general and  administrative  expenses.  At
September 30, 2004,  approximately  $6,000 of  reimbursements  for services were
accrued  by the  Partnership  and  are  included  in due  to  affiliates  on the
accompanying balance sheet.

For acting as real estate broker in  connection  with the 1999 sale of Peachtree
Corners Medical Building, the General Partner earned a real estate commission of
approximately  $21,000.  However,  this amount is not payable  until the limited
partners  receive an amount equal to their  adjusted  capital  investment  and a
cumulative  distribution  equal to an 8% annual return from the last  additional
closing date or, if greater,  a 6%  cumulative  annual return from their date of
admission to the  Partnership.  At September 30, 2004, the limited  partners had
not received  their  return.  Therefore,  the  commission  is included in due to
affiliates on the accompanying balance sheet at September 30, 2004.

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  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,  2004 and  2003,  the
Partnership  was charged by AIMCO and its affiliates  approximately  $24,000 and
$23,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

On February 27, 2004, IPT, a subsidiary of AIMCO, reacquired from Everest all of
the capital stock of the General Partner.  In addition to its indirect ownership
of the sole general partner of the  Partnership,  AIMCO and its affiliates owned
24,429 limited  partnership units (the "Units") in the Partnership  representing
40.00% of the  outstanding  units at September 30, 2004. A number of these Units
were acquired  pursuant to tender offers made by AIMCO or its affiliates.  AIMCO
or its affiliates may acquire additional Units of limited  partnership  interest
in the  Partnership  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,  unit
holders 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 40.00% of the  outstanding  Units at
September 30, 2004,  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.

Note C - Contingencies

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards Act ("FLSA") by failing to pay  maintenance  workers  overtime for all
hours worked in excess of forty per week. On March 5, 2004 the plaintiffs  filed
an amended  complaint  also  naming  NHP  Management  Company,  which is also an
affiliate of the General Partner. The complaint is styled as a Collective Action
under the FLSA and seeks to certify state  subclasses in  California,  Maryland,
and the District of Columbia.  Specifically,  the plaintiffs  contend that AIMCO
Properties L.P. failed to compensate maintenance workers for time that they were
required to be "on-call".  Additionally,  the complaint alleges AIMCO Properties
L.P. failed to comply with the FLSA in compensating maintenance workers for time
that they worked in responding to a call while  "on-call".  The defendants  have
filed an answer to the amended  complaint  denying the substantive  allegations.
Some discovery has taken place and settlement  negotiations  continue.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of operations.

The  Partnership  is unaware  of any other  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.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition  or results of  operations.  Similarly,  the General  Partner does not
believe that the ultimate  outcome  will have a material  adverse  effect on the
Partnership's financial condition or results of operations.

<PAGE>

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 three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the nine months ended September 30, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Bronson Place Apartments                      90%        90%
         Mountlake Terrace, Washington
      Meadow Wood Apartments (1)                    88%        95%
         Medford, Oregon
      Defoors Crossing Apartments (2)               90%        85%
         Atlanta, Georgia

(1)   The General Partner attributes the decrease in average occupancy at Meadow
      Wood  Apartments  to a change in the criteria  used to accept new tenants.
      The  change  was  implemented  in an effort to  attract  and retain a more
      stable tenant base.

(2)   The  General  Partner  attributes  the  increase in average  occupancy  at
      Defoors  Crossing  Apartments  to strong  resident  relations and customer
      service, as well as improved marketing to potential quality residents.

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 that 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 net income of  approximately  $157,000 for the nine
months ended September 30, 2004 compared to net income of approximately $223,000
for the nine months ended September 30, 2003. The decrease in net income for the
nine months  ended  September  30, 2004 is due to an increase in total  expenses
along with a slight decrease in total revenues.  The Partnership  recognized net
income of  approximately  $51,000 for the three months ended  September 30, 2004
compared  to net income of  approximately  $85,000  for the three  months  ended
September  30,  2003.  The  decrease  in net income for the three  months  ended
September 30, 2004 is due to an increase in total expenses partially offset by a
slight increase in total revenues.

Total revenues  decreased for the nine months ended  September 30, 2004 due to a
decrease in other income partially offset by an increase in rental income. Total
revenues for the three  months  ended  September  30, 2004  increased  due to an
increase in rental income partially offset by a decrease in other income.  Other
income decreased due to a decrease in late charges and lease  cancellation fees,
primarily  at Defoors  Crossing  Apartments  as a result of an  increase  in the
average occupancy at the property.  Rental income increased  primarily due to an
increase  in  occupancy  at Defoors  Crossing  Apartments,  and reduced bad debt
expense at all of the properties, partially offset by a decrease in occupancy at
Meadow Wood Apartments.

Total expenses  increased for both the three and nine months ended September 30,
2004 due to an in increase in operating and general and administrative expenses.
Depreciation  and  property  tax expense  remained  relatively  constant for the
comparable periods. Operating expenses increased due to increases in advertising
and property expenses. Advertising expense increased at all of the Partnership's
investment properties, especially periodicals at DeFoors Crossing Apartments and
web advertising at Bronson Place Apartments.  Property expense increased at both
Meadow Wood Apartments and Bronson Place Apartments due to increases in salaries
and related employee benefits.

General and Administrative expenses increased due to increased costs of services
included in the  management  reimbursements  to the  General  Partner as allowed
under the  Partnership  Agreement.  Also included in general and  administrative
expenses  at both  September  30,  2004 and 2003 are costs  associated  with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement.

Liquidity and Capital Resources

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately  $317,000 as compared to  approximately  $414,000 at September 30,
2003.  Cash and cash  equivalents  decreased  by  approximately  $192,000  since
December 31,  2003,  due to  approximately  $601,000 and $75,000 of cash used in
financing   and  investing   activities   respectively,   partially   offset  by
approximately  $484,000 of cash provided by operating  activities.  Cash used in
financing  activities  consisted of distributions to the partners and loan costs
incurred  related to  anticipated  financing  to be  obtained  on Bronson  Place
Apartments and Meadow Wood  Apartments  during the fourth quarter of 2004.  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

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $32,000  of capital  improvements  at  Bronson  Place  Apartments
consisting  primarily of floor covering  replacements,  structural  upgrades and
major landscaping.  These improvements were funded from operating cash flow. The
Partnership  evaluates the capital  improvement needs of the property during the
year  and  currently  expects  to  complete  an  additional  $6,000  in  capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property.

Meadow Wood

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $25,000  of  capital  improvements  at  Meadow  Wood  Apartments
consisting  primarily of the  installation  of an air  conditioning  unit in the
leasing office,  floor covering and appliance  replacements.  These improvements
were funded from  operating  cash flow.  The  Partnership  evaluates the capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $22,000 in capital  improvements  during the remainder of
2004.  Additional capital  improvements may be considered and will depend on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property.

DeFoors Crossing

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $18,000 of capital  improvements at DeFoors  Crossing  Apartments
consisting  primarily  of  floor  covering  and  appliance  replacements.  These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $15,000 in capital  improvements  during the remainder
of 2004.  Additional  capital  improvements may be considered and will depend on
the  physical  condition of the  property as well as the  anticipated  cash flow
generated by the property.

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive of capital  improvements) of the Partnership.  The General Partner is
planning  to  obtain  financing  of  approximately  $2,500,000  on  one  of  the
Partnership's  investment  properties,  Meadow Wood Apartments during the fourth
quarter of 2004.  Upon closing the General  Partner will  evaluate the amount to
hold as partnership  reserves with the balance expected to be distributed to the
partners.  In addition,  the Partnership is contemplating the sale of one of its
investment properties,  Bronson Place Apartments, to an affiliate of the General
Partner.  Such sale is subject to approval by the Partnership's limited partners
who are not limited partners associated with the Partnership's General Partner's
interest.  If such  sale does not occur the  General  Partner  then  anticipates
obtaining financing on Bronson Place Apartments of approximately $1,900,000.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                Nine Months Ended    Per Limited   Nine Months Ended     Per Limited
                  September 30,      Partnership     September 30,       Partnership
                       2004             Unit              2003              Unit
<S>                   <C>              <C>               <C>               <C>
Operations            $ 579            $ 9.38            $ 405             $ 6.57
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the timing of financings
and/or  property sales.  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 2004 or subsequent periods.

Other

On February 27, 2004, IPT, a subsidiary of AIMCO, reacquired from Everest all of
the capital stock of the General Partner.  In addition to its indirect ownership
of the sole general partner of the  Partnership,  AIMCO and its affiliates owned
24,429 limited  partnership units (the "Units") in the Partnership  representing
40.00% of the  outstanding  units at September 30, 2004. A number of these Units
were acquired  pursuant to tender offers made by AIMCO or its affiliates.  AIMCO
or its affiliates may acquire additional Units of limited  partnership  interest
in the  Partnership  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 40.00% of the  outstanding  Units at
September 30, 2004,  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  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  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,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
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.
Rental income  attributable to leases is recognized monthly as it is earned. 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.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

<PAGE>

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.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards Act ("FLSA") by failing to pay  maintenance  workers  overtime for all
hours worked in excess of forty per week. On March 5, 2004 the plaintiffs  filed
an amended  complaint  also  naming  NHP  Management  Company,  which is also an
affiliate of the General Partner. The complaint is styled as a Collective Action
under the FLSA and seeks to certify state  subclasses in  California,  Maryland,
and the District of Columbia.  Specifically,  the plaintiffs  contend that AIMCO
Properties L.P. failed to compensate maintenance workers for time that they were
required to be "on-call".  Additionally,  the complaint alleges AIMCO Properties
L.P. failed to comply with the FLSA in compensating maintenance workers for time
that they worked in responding to a call while  "on-call".  The defendants  have
filed an answer to the amended  complaint  denying the substantive  allegations.
Some discovery has taken place and settlement  negotiations  continue.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of operations.

ITEM 6.     EXHIBITS

            See Exhibit Index attached.

<PAGE>

                                   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.
                                          Its General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: November 12, 2004



<PAGE>


                                INDEX TO EXHIBITS


     Exhibit

       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
                  Form 8-K filed on April 29, 1991,  is  incorporated  herein by
                  reference).

      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 Exhibit 10.1 to 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 Exhibit 10.3 to  Post-Effective
                  Amendment  No.1  to   Partnership's   Registration   Statement
                  previously filed on February 1, 1989.

      10.4        Agreement of Purchase and Sale,  dated June 29, 1989,  between
                  United  Investors  Real Estate,  Inc.,  as  purchaser  and CMW
                  Properties, as seller, relating to Meadow Wood Apartments, and
                  amendments thereto;  incorporated by reference to Exhibit 10.4
                  to  Partnership's  Current Report on Form 8-K previously filed
                  on October 17, 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 Exhibit 10.8 to  Partnership's  Current Report on
                  Form 8-K previously filed on December 31, 1992.

      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   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.


Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly  report on Form 10-QSB of United  Investors
      Income Properties;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  November 12, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of United  Investors
                                    Real  Estate,  Inc.,   equivalent  of  the
                                    chief executive officer of the Partnership

<PAGE>

Exhibit 31.2

                                  CERTIFICATION

I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly  report on Form 10-QSB of United  Investors
      Income Properties;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  November 12, 2004

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice  President of United  Investors  Real
                                    Estate,  Inc.,  equivalent  of  the  chief
                                    financial officer of the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Quarterly  Report on Form  10-QSB of United  Investors
Income Properties (the "Partnership"),  for the quarterly period ended September
30, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the  Partnership,  and  Stephen B.  Waters,  as the  equivalent  of the Chief
Financial  Officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.