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 June 30, 2005


[ ]   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)

                                  June 30, 2005
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 228
   Receivables and deposits                                                      38
   Other assets                                                                  94
   Assets held for sale (Note A)                                              2,187
   Investment properties:
       Land                                                   $ 1,020
       Buildings and related personal property                  6,624
                                                                7,644
       Less accumulated depreciation                           (3,645)        3,999
                                                                            $ 6,546
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 38
   Tenant security deposit liabilities                                           19
   Accrued property taxes                                                        23
   Other liabilities                                                             52
   Liabilities related to assets held for sale (Note A)                          33

Partners' (Deficiency) Capital
   General partner                                             $ (67)
   Limited partners (61,063 units issued and
      outstanding)                                              6,448         6,381
                                                                            $ 6,546

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>






                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                          Three Months Ended         Six Months Ended
                                               June 30,                  June 30,
                                           2005         2004        2005          2004
                                                     (Restated)                (Restated)
Revenues
<S>                                       <C>          <C>         <C>           <C>
  Rental income                           $ 258        $ 239       $ 506         $ 472
  Other income                                29           22          52            46
         Total revenues                      287          261         558           518

Expenses:
  Operating                                  155          121         265           250
  General and administrative                  16           38          47            71
  Depreciation                                65           67         129           134
  Property taxes                              29           24          52            49
         Total expenses                      265          250         493           504

Income from continuing operations             22           11          65            14
Income from discontinued
  operations                                  80           44         118            92

 Net income                               $ 102        $ 55        $ 183         $ 106

Net income allocated to general
  Partner (1%)                             $ 1          $ 1         $ 2           $ 1
Net income allocated to limited
  Partners (99%)                             101           54         181           105

                                          $ 102        $ 55        $ 183         $ 106

Per limited partnership unit:
 Income from continuing operations        $ .35        $ .18       $ 1.04        $ .23
 Income from discontinued operations        1.30          .72        1.92          1.49

Net income per limited partnership
  unit                                    $ 1.65       $ .90       $ 2.96       $ 1.72

Distributions per limited
  partnership unit                        $ 3.24      $ 7.86       $ 6.16       $ 7.86

                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, 2004               61,063      $ (65)      $ 6,643      $ 6,578

Distributions to partners                 --          (4)        (376)        (380)

Net income for the six months
   ended June 30, 2005                    --           2          181          183

Partners' (deficiency) capital
   at June 30, 2005                   61,063      $ (67)      $ 6,448      $ 6,381

                See Accompanying Notes to Financial Statements
</TABLE>



                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Six Months Ended
                                                                        June 30,
                                                                   2005         2004
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $ 183        $ 106
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                    174          210
     Change in accounts
      Receivables and deposits                                       (11)         (13)
      Other assets                                                   (27)         (10)
      Accounts payable                                               (15)         (11)
      Tenant security deposit liabilities                             --            5
      Accrued property taxes                                          23           26
      Due to affiliates                                               (5)         (23)
      Other liabilities                                               --           27
        Net cash provided by operating activities                    322          317

Cash flows used in investing activities:
  Property improvements and replacements                             (60)         (34)

Cash flows from financing activities:
  Distributions to partners                                         (380)        (485)
  Loan costs incurred                                                (10)          --
        Net cash used in financing activities                       (390)        (485)

Net decrease in cash and cash equivalents                           (128)        (202)

Cash and cash equivalents at beginning of period                     356          509

Cash and cash equivalents at end of period                        $ 228        $ 307

Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
    accounts payable                                               $ 24         $ --

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>

                       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  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
six month periods  ended June 30, 2005,  are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2005.  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, 2004.

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.  The Partnership
Agreement  provides  that the  Partnership  is to terminate on December 18, 2018
unless terminated prior to such date.

The  accompanying  statements of  operations  for the three and six months ended
June 30, 2004 have been restated as of January 1, 2004 to reflect the operations
of Meadow Wood  Apartments,  which is  currently  held for sale,  as income from
discontinued  operations in accordance  with  Statement of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets".  The Partnership had committed to a plan to sell Meadow Wood
Apartments as of May 2005 and on July 22, 2005 the property was sold (see Note C
- Subsequent Event). In accordance with SFAS No. 144, the assets and liabilities
of Meadow  Wood have been  classified  as held for sale.  Included in the income
from  discontinued  operations  is net  income  for Meadow  Wood  Apartments  of
approximately  $80,000 and  $118,000 for the three and six months ended June 30,
2005,  respectively,  and net income for Meadow Wood Apartments of approximately
$44,000 and $92,000 for the three and six months ended June 30,  2004.  Included
in the income from  discontinued  operations  for the three and six months ended
June 30, 2005 are revenues for Meadow Wood Apartments of approximately  $172,000
and $330,000, respectively.  Included in the income from discontinued operations
for the three and six months  ended June 30, 2004 are  revenues  for Meadow Wood
Apartments of approximately $167,000 and $325,000, respectively.

Reclassification:

Certain balances from 2004 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 period from May 1, 2003 until  February  27,  2004 when the  services
agreement was terminated.

During the six months  ended June 30, 2005 and 2004,  affiliates  of the General
Partner received 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  $43,000 and $41,000 for the six months ended
June 30, 2005 and 2004,  respectively,  which is included in operating  expenses
and income from discontinued operations.

An affiliate of the General  Partner charged the  Partnership  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $40,000 and
$45,000 for the six months ended June 30, 2005 and 2004, respectively,  which is
included in general and administrative expenses.

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 June 30, 2005,  the limited  partners had not
received  their return.  During the six months ended June 30, 2005,  the General
Partner  determined  that the  limited  partners  would not  receive  both their
adjusted capital  investment and applicable return with future property sales or
financings.  Therefore,  the General Partner reversed the real estate commission
previously  accrued  associated with the 1999 sale of Peachtree  Corners Medical
Building.

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 six months ended June 30, 2005
and 2004, the Partnership was charged by AIMCO and its affiliates  approximately
$24,000 for both periods for insurance  coverage and fees associated with policy
claims administration.

Note C - Subsequent Events

On July 22, 2005, the  Partnership  sold Meadow Wood Apartments to a third party
for a gross  sales  price  of  $5,075,000.  The  net  proceeds  realized  by the
Partnership  were  approximately  $4,941,000  after  payment of closing costs of
approximately   $134,000.  The  Partnership  expects  to  recognize  a  gain  of
approximately  $2,666,000  during  the third  quarter of 2005 as a result of the
sale.

Subsequent  to  June  30,  2005,  the  Partnership   distributed   approximately
$4,843,000 to the partners (approximately  $4,794,000 to the limited partners or
$78.51 per limited  partnership unit) from proceeds from the sale of Meadow Wood
Apartments.

Note D - Contingencies

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the General  Partner,  are  defendants in a lawsuit  alleging that
they 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.
The complaint  attempts to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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
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.

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.

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 a national  policy and  procedures to prevent or eliminate mold from
its  properties  and the  General  Partner  believes  that these  measures  will
minimize the effects that mold could 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.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its 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  have included  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, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation 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,
one of which,  Meadow Wood Apartments,  was sold on July 22, 2005. The following
table sets forth the average  occupancy  of the  properties  for each of the six
months ended June 30, 2005 and 2004:

                                                   Average Occupancy
      Property                                      2005       2004

      Bronson Place Apartments                      88%        89%
         Mountlake Terrace, Washington
      Meadow Wood Apartments                        84%        86%
         Medford, Oregon
      Defoors Crossing Apartments (1)               94%        87%
         Atlanta, Georgia

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

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  realized net income of approximately  $102,000 and $183,000 for
the three and six months  ended June 30,  2005,  respectively,  compared  to net
income of approximately  $55,000 and $106,000 for the three and six months ended
June 30,  2004,  respectively.  The  increase in net income for the three months
ended June 30,  2005 is due to an  increase in total  revenues  from  continuing
operations  and an  increase in income from  discontinued  operations  partially
offset by an increase in total expenses from continuing operations. The increase
in net income for the six months  ended June 30,  2005 is due to an  increase in
total  revenues  from  continuing   operations,   an  increase  in  income  from
discontinued  operations  and a  decrease  in  total  expenses  from  continuing
operations.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting   for  the   Impairment  or  Disposal  of  Long-Lived   Assets"  the
accompanying  statements of  operations  for the three and six months ended June
30, 2004 have been  restated as of January 1, 2004 to reflect the  operations of
Meadow  Wood  Apartments,  which is  currently  held for sale,  as  income  from
discontinued  operations.  On July 22, 2005,  the  Partnership  sold Meadow Wood
Apartments  to a third  party for a gross  sales  price of  $5,075,000.  The net
proceeds realized by the Partnership were approximately $4,941,000 after payment
of closing costs of approximately $134,000. The Partnership expects to recognize
a gain of approximately  $2,666,000 during the third quarter of 2005 as a result
of the sale.

The Partnership recognized income from discontinued  operations of approximately
$80,000  and  $118,000  for the  three  and six  months  ended  June  30,  2005,
respectively.  The Partnership recognized income from discontinued operations of
approximately  $44,000 and  $92,000 for the three and six months  ended June 30,
2004, respectively.  Included in the income from discontinued operations for the
three and six months ended June 30, 2005 are revenues for Meadow Wood Apartments
of  approximately  $172,000 and $330,000,  respectively.  Included in the income
from  discontinued  operations  for the three and six months ended June 30, 2004
are revenues for Meadow Wood Apartments of approximately  $167,000 and $325,000,
respectively.  The  increase  in income  from  discontinued  operations  for the
comparable  periods is due to an  increase  in other  income  and a decrease  in
depreciation  expense since May 1, 2005 when the assets were  classified as held
for sale.

The  Partnership's  income from  continuing  operations for the six months ended
June 30, 2005 and 2004 was approximately $65,000 and $14,000,  respectively. The
increase in income  from  continuing  operations  is due to an increase in total
revenues and a decrease in total expenses. The increase in total revenues is due
to an increase in rental and other  income.  Rental  income  increased due to an
increase in  occupancy  at DeFoors  Crossing  Apartments  and an increase in the
average rental rate at Bronson Place  Apartments.  Other income increased due to
an increase in resident utility reimbursements at DeFoors Crossing Apartments.

Total  expenses  decreased  for the six  months  ended  June  30,  2005 due to a
decrease in general and  administrative  expense partially offset by an increase
in  operating  expenses.  Property  taxes  and  depreciation  expenses  remained
relatively constant during the comparable periods.  Operating expenses increased
due to increases in property and  administrative  expenses  offset slightly by a
decrease in advertising expense. Property expenses increased due to increases in
salaries and related  employee  benefits at both Bronson  Place  Apartments  and
Defoors  Crossing  Apartments.  Administrative  expenses  increased  due  to  an
increase in telephone  sales at Bronson Place  Apartments  and DeFoors  Crossing
Apartments.  The  decrease  in  advertising  expense  was due to a  decrease  in
periodical advertising at DeFoors Crossing Apartments.

The Partnership's  income from continuing  operations for the three months ended
June 30, 2005 and 2004 was approximately $22,000 and $11,000,  respectively. The
increase in income  from  continuing  operations  is due to an increase in total
revenues  partially  offset by an increase  in total  expenses.  Total  revenues
increased  for the three months ended June 30, 2005 due to an increase in rental
and other income as discussed above.

Total  expenses  increased  for the three  months  ended June 30, 2005 due to an
increase in operating expenses as discussed above partially offset by a decrease
in general and  administrative  expense.  Depreciation and property tax expenses
remained relatively constant for the comparable periods.

General and administrative expenses decreased for the three and six months ended
June 30,  2005 due to the  reversal of the real  estate  commission  owed to the
General Partner and previously  accrued in association with the 1999 sale of the
Peachtree Corners Medical  Building.  During the period ended June 30, 2005, the
General  Partner  determined  that the limited  partners  will not receive their
adjusted  capital   investment  and  applicable  return  with  future  sales  or
financings and accordingly, reversed the previous accrual of $21,000.

Included   in  general  and   administrative   expenses   are  the   accountable
reimbursements  charged by an affiliate of the General  Partner as allowed under
the Partnership Agreement.  Also included in general and administrative expenses
at both  June 30,  2005 and 2004 are costs  associated  with the  quarterly  and
annual communications with investors and regulatory agencies.

Liquidity and Capital Resources

At June 30, 2005, the Partnership had cash and cash equivalents of approximately
$228,000  compared to  approximately  $307,000 at June 30,  2004.  Cash and cash
equivalents decreased by approximately  $128,000 since December 31, 2004, due to
approximately  $390,000  and  $60,000 of cash used in  financing  and  investing
activities,  respectively,  which was partially offset by approximately $322,000
of cash  provided by operating  activities.  Cash used in  financing  activities
consisted of distributions  paid to the partners and loan costs incurred related
to anticipated  financing to be obtained on Bronson Place Apartments  during the
fourth quarter of 2005. 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 various  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  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $31,000  of capital  improvements  at  Bronson  Place  Apartments
consisting primarily of floor covering and appliance  replacements,  cabinet and
structural  upgrades,  ground lighting,  office computers and plumbing fixtures.
These  improvements  were  funded  from  operating  cash flow.  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 2005. Such capital  expenditures will depend on the physical condition of the
property as well as the anticipated cash flow generated by the property.

Meadow Wood

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately   $20,000  of  capital  improvements  at  Meadow  Wood  Apartments
consisting primarily of floor covering and appliance replacements, and an office
computer.   These  improvements  were  funded  from  operating  cash  flow.  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 2005. 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

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $33,000 of capital  improvements at DeFoors  Crossing  Apartments
consisting  primarily of floor  covering and appliance  replacements,  and major
landscaping.  These  improvements  were funded  from  operating  cash flow.  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 2005. Such capital  expenditures 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  capital
improvements are completed,  the Partnership's  distributable cash flow, if any,
may be adversely affected at least in the short term.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                    Six Months       Per Limited       Six Months        Per Limited
                      Ended          Partnership         Ended           Partnership
                  June 30, 2005         Unit         June 30, 2004          Unit

<S>                   <C>              <C>               <C>               <C>
Operations            $ 380            $ 6.16            $ 485             $ 7.86
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  property sales and/or financings.  The Partnership's cash available
for  distribution  is reviewed on a monthly basis.  Subsequent to June 30, 2005,
the   Partnership   distributed   approximately   $4,843,000   to  the  partners
(approximately  $4,794,000  to  the  limited  partners  or  $78.51  per  limited
partnership  unit) from proceeds from the sale of Meadow Wood Apartments.  There
can be no assurance,  that the Partnership  will generate  sufficient funds from
operations  after  capital  expenditures  to  permit  any  additional  operating
distributions  to its  partners  during  the  remainder  of 2005  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
24,490 limited  partnership units (the "Units") in the Partnership  representing
40.11% of the  outstanding  units at June 30, 2005. 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. Under the Partnership Agreement, unitholders holding
a majority of the Units are entitled to take action with respect to a variety of
matters that include voting on certain  amendments to the Partnership  Agreement
and voting to remove the General Partner. As a result of its ownership of 40.11%
of the  outstanding  Units at June 30, 2005,  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.
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.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the General  Partner,  are  defendants in a lawsuit  alleging that
they 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.
The complaint  attempts to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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
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.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.


<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: August 12, 2005



<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) 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 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 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 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 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).

       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-Q 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 Exhibit 10.1 to Partnership's Quarterly Report on
                  Form 10-Q 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 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 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 filed on December 31, 1992.


<PAGE>


      10.9        Purchase and Sale Contract  between  United  Investors  Income
                  Properties, a Missouri limited partnership, as Seller, and The
                  Meadow  Wood  Investors,  LLC,  an  Oregon  limited  liability
                  company, as Purchaser, effective May 10, 2005; incorporated by
                  reference to Exhibit 10.9 to Partnership's Quarterly Report on
                  Form 10-QSB filed on May 13, 2005.

      10.10       Amendment  of  Purchase  and Sale  Contract  between  United
                  Investors    Income    Properties,    a   Missouri   limited
                  partnership,  as Seller, and The Meadow Wood Investors, LLC,
                  a Oregon limited liability company, as Purchaser,  effective
                  June 2, 2005  incorporated  by reference to Exhibit 10.10 to
                  Partnership's  Current  Report on Form 8-K  filed  August 1,
                  2005.

      10.11       Second  Amendment  of  Purchase  and Sale  Contract  between
                  United  Investors  Income  Properties,  a  Missouri  limited
                  partnership,  as Seller, and The Meadow Wood Investors, LLC,
                  a Oregon limited liability company, as Purchaser,  effective
                  June 30, 2005  incorporated by reference to Exhibit 10.11 to
                  Partnership's  Current  Report on Form 8-K  filed  August 1,
                  2005.

      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.



<PAGE>



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:  August 12, 2005
                                    /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:  August 12, 2005
                                    /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 June 30,
2005 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:  August 12, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 12, 2005


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.