FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the quarterly period ended March 31, 2000


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


                For the transition period from _________to _________

                         Commission file number 0-17646

                         UNITED INVESTORS INCOME PROPERTIES
         (Exact name of small business issuer as specified in its charter)



         Missouri                                           43-1483942
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                       UNITED INVESTORS INCOME PROPERTIES

                                  BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  584
   Receivables and deposits                                                      51
   Other assets                                                                  39
   Investment properties:
       Land                                                  $ 1,522
       Buildings and related personal property                 9,358
                                                              10,880
       Less accumulated depreciation                          (3,448)         7,432
       Investment in joint venture                                                2
                                                                            $ 8,108

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $   35
   Tenant security deposit liabilities                                           45
   Accrued property taxes                                                        24
   Other liabilities                                                             63

Partners' (Deficit) Capital
   General partner                                             $ (52)
   Limited partners (61,063 units
      issued and outstanding)                                  7,993          7,941
                                                                            $ 8,108
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

b)

                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                      March 31,
                                                                 2000          1999
Revenues:                                                                   (Restated)
<S>                                                            <C>            <C>
   Rental income                                               $  423         $ 415
   Other income                                                    28            35
       Total revenues                                             451           450

Expenses:
   Operating                                                      164           136
   General and administrative                                      31            38
   Depreciation                                                    97            84
   Property taxes                                                  37            31
       Total expenses                                             329           289

Income before equity in (loss) income of joint venture
   and discontinued operation                                     122           161
Equity in income of joint venture                                  11             9

Income from continuing operations                                 133           170

(Loss) income from discontinued operation                         (11)           11

Net income                                                     $  122         $ 181

Net income allocated to general partner (1%)                    $   1           $ 2
Net income allocated to limited partners (99%)                    121           179

                                                               $  122         $ 181
Per limited partnership unit:
   Income from continuing operations                             2.16          2.75
   (Loss) income from discontinued operation                    (0.18)         0.18

   Net income                                                  $ 1.98        $ 2.93

Distributions per limited partnership unit                     $19.60        $ 2.50
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

c)

                       UNITED INVESTORS INCOME PROPERTIES

                STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) 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' (deficit) capital at
   December 31, 1999                  61,063      $ (41)      $ 9,069      $ 9,028

Distributions to partners                 --        (12)       (1,197)      (1,209)

Net income for the three months
   ended March 31, 2000                   --          1           121          122

Partners' (deficit) capital
   at March 31, 2000                  61,063      $ (52)      $ 7,993      $ 7,941
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

d)
                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                   2000         1999
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net income                                                     $  122        $ 181
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Equity in net income of joint venture                          (11)          (9)
     Depreciation                                                    97          100
     Amortization of lease commissions                               --            2
     Change in accounts:
         Receivables and deposits                                   103          (51)
         Other assets                                                (1)           2
         Accounts payable                                           (43)         (14)
         Tenant security deposit liabilities                          2            1
         Accrued property taxes                                      24           16
         Other liabilities                                          (40)         (19)

              Net cash provided by operating activities             253          209

Cash flows from investing activities:
  Property improvements and replacements                            (45)         (57)
  Distributions from (advances to) joint venture                     18           (3)
  Proceeds from sale of joint venture property                      400           --

              Net cash provided by (used in) investing
               activities                                           373          (60)

Cash flows used in financing activities:
  Distributions to partners                                      (1,209)          --

Net (decrease) increase in cash and cash equivalents               (583)         149

Cash and cash equivalents at beginning of period                  1,167          928

Cash and cash equivalents at end of period                       $  584      $ 1,077
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

e)

                       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"),  a
Delaware corporation,  all adjustments (consisting of normal recurring accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three month  period ended March 31,  2000,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2000. 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, 1999.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the General Partner.  The General Partner does not believe that this transaction
has had or will have a material  effect on the  affairs  and  operations  of the
Partnership.

Note C - Transactions with Affiliated Parties

The Partnership has no employees and is dependent 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.  The  following  payments  were made to  affiliates  of the General
Partner during the three month periods ended March 31, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $ 23      $ 22
 Reimbursement for services of affiliates (included in
   general and administrative expenses)                              9        10

During the three months ended March 31, 2000 and 1999, affiliates of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Partnership's  residential  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$23,000  and  $22,000  for the  three  months  ended  March  31,  2000 and 1999,
respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses  amounting to approximately  $9,000 and $10,000 for the
three months ended March 31, 2000 and 1999, respectively.

For  acting as real  estate  broker  in  connection  with the sale of  Peachtree
Corners Medical Building, the General Partner earned a real estate commission of
approximately  $21,000.  The commission was accrued at March 31, 2000.  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 his date of admission to the Partnership.

The net proceeds from the sale of Corinth  Square in December 1999 were received
by United Investors Income Properties II, an affiliated partnership in which the
General Partner is also the sole General  Partner.  The  Partnership's  pro-rata
share  of the net  proceeds  from  the  Joint  Venture  sale  was  approximately
$400,000. This amount was received in January 2000.

AIMCO and its affiliates  currently own 11,725 limited  partnership units in the
Partnership  representing  19.201% of the  outstanding  units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take action  with  respect to a variety of matters.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable to the interest of the General  Partner  because of their  affiliation
with the General Partner.

Note D - Investment in Corinth Square Joint Venture

The  Partnership  had a 35% investment in Corinth  Square Joint Venture  ("Joint
Venture") with United Investors Income Properties II, an affiliated  partnership
in which the General Partner is also the sole general  partner.  The Partnership
reflects its interest in the Joint Venture utilizing the equity method,  whereby
the original investment is increased by advances to the Joint Venture and by the
Partnership's  share of the earnings of the Joint  Venture.  The  investment  is
decreased by distributions from the Joint Venture and by the Partnership's share
of losses of the Joint Venture.

On December  30, 1999,  the Joint  Venture  sold its only  investment  property,
Corinth Square,  to an unaffiliated  third party. The net proceeds were received
by United Investors Income Properties II, of which approximately $400,000 is the
Partnership's  pro-rata  share.  This amount was received by the  Partnership in
January 2000.

Condensed  balance sheet  information of the Joint Venture at March 31, 2000, is
as follows (in thousands):

              Assets
              Cash                                         $ 6
              Other assets                                   1
                 Total                                     $ 7

              Liabilities and Partners' Deficit
              Other liabilities                           $ --
              Partners' deficit                              7
                 Total                                     $ 7

<PAGE>


The  condensed  profit and loss  statement  of the Joint  Venture  for the three
months ended March 31, 2000 and 1999, is summarized as follows (in thousands):

                                               2000        1999

               Revenue                        $  12        $ 99
               Costs and expenses                --         (73)
               Income before gain on
                 sale of property                12          26
               Gain on sale of property          20          --

               Net income                     $  32        $ 26

Note E - Distributions

During  the  three  months  ended  March  31,  2000,  the  Partnership   paid  a
distribution  of cash  generated  from the  sale of  Peachtree  Corners  Medical
Building  and  Corinth   Square  Joint  Venture  of   approximately   $1,003,000
(approximately   $993,000  to  the  limited   partners  or  $16.26  per  limited
partnership unit) and  approximately  $206,000 of cash generated from operations
(approximately $204,000 to the limited partners or $3.34 per limited partnership
unit). During the three months ended March 31, 1999, the Partnership  declared a
distribution  of  cash  generated  from  operations  of  approximately  $154,000
(approximately $153,000 to the limited partners or $2.50 per limited partnership
unit), which was paid in April 1999.

Note F - Discontinued Operation

Peachtree  Corners  Medical  Building  was the last  commercial  property in the
commercial  segment  of the  Partnership.  Due to the sale of this  property  in
December  1999, the statement of operations for the three months ended March 31,
1999  has  been  restated  and the  (loss)  income  of this  property  has  been
classified as "(Loss) income from  discontinued  operation" for the three months
ended March 31, 2000 and 1999.  There were no revenues for this property and the
Partnership realized a loss from discontinued operation of approximately $11,000
during the three  months ended March 31, 2000.  Revenues of this  property  were
approximately  $45,000 and the  Partnership  realized  income from  discontinued
operation of approximately $11,000 for the three months ended March 31, 1999.

Note G - Segment Reporting

The  Partnership  had  two  reportable  segments:   residential  properties  and
commercial  property.  The Partnership's  residential  segment consists of three
apartment  complexes  one  located  in each of  Mountlake  Terrace,  Washington;
Atlanta,  Georgia; and Medford, Oregon. The Partnership rents apartment units to
tenants  for terms that are  typically  twelve  months or less.  The  commercial
property segment consisted of a medical building located in Atlanta, Georgia. On
December 30, 1999, the commercial  property held by the  Partnership was sold to
an  unrelated  party.   Therefore,   the  commercial  segment  is  reflected  as
discontinued operations.

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

The  Partnership's  reportable  segments are  investment  properties  that offer
different  products  and  services.  The  reportable  segments  are each managed
separately  because they  provide  distinct  services  with  different  types of
products and customers.

Segment  information  for the three month periods ended March 31, 2000 and 1999,
is shown in the  tables  below  (in  thousands).  The  "Other"  column  includes
Partnership administration related items and income and expense not allocated to
the reportable segments.
<TABLE>
<CAPTION>

             2000                Residential      Commercial       Other      Totals
                                                (discontinued)
<S>                                 <C>               <C>            <C>       <C>
Rental income                       $  423            $ --           $ --      $ 423
Other income                            23              --              5         28
Depreciation                            97              --             --         97
General and administrative
  expense                               --              --             31         31
Loss from discontinued
  operation                             --             (11)            --        (11)
Equity in income of joint
  venture                               --              --             11         11
Segment profit (loss)                  148             (11)           (15)       122
Total assets                         7,960              --            148      8,108
Capital expenditures for
  investment properties                 45              --             --         45
</TABLE>

<TABLE>
<CAPTION>

             1999                Residential      Commercial       Other      Totals
                                                (discontinued)
<S>                                 <C>               <C>            <C>        <C>
Rental income                       $  415            $ --           $ --       $ 415
Other income                            27              --              8          35
Depreciation                            84              --             --          84
General and administrative
  expense                               --              --             38          38
Income from discontinued
  operation                             --              11             --          11
Equity in income of joint
  venture                               --              --              9           9
Segment profit (loss)                  191              11            (21)        181
Total assets                         7,963           1,632          1,514      11,109
Capital expenditures for
  investment properties                 57              --             --          57
</TABLE>

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operations.  Accordingly, actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

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 three months ended March 31, 2000 and 1999:

                                                   Average Occupancy
      Property                                     2000       1999

      Bronson Place Apartments                      93%        98%
         Mountlake Terrace, Washington
      Meadow Wood Apartments                        95%        93%
         Medford, Oregon
      Defoors Crossing Apartments                   96%        94%
         Atlanta, Georgia

The  General  Partner  attributes  the  decreased  occupancy  at  Bronson  Place
Apartments  to increased  competition  from new  construction  in the  Mountlake
Terrace, Washington area.

Results of Operations

The  Partnership  realized  net income of  approximately  $108,000 for the three
months ended March 31, 2000,  compared to net income of  approximately  $181,000
for the three  months  ended  March 31,  1999.  The  decrease  in net  income is
primarily due to an increase in total expenses at the Partnership's  residential
properties and, to a lesser extent,  a decrease in income from the  discontinued
operation of Peachtree Corners Medical Building, as discussed below.

Excluding  the  discontinued  operation  and the equity in (loss)  income of the
joint  venture,  the  Partnership  had  income  from  continuing  operations  of
approximately  $122,000 for the three  months ended March 31, 2000,  compared to
income of  approximately  $161,000  for the three  months  ended March 31, 1999.
Income  decreased  due to an increase  in total  expenses  slightly  offset by a
slight increase in total revenues.

Total expenses increased for the three months ended March 31, 2000 primarily due
to increased  operating  expenses and  depreciation  expense which was partially
offset by decreased  general and  administrative  expenses.  Operating  expenses
increased due to an increase in advertising expense, manager salaries, and sewer
expenses primarily at Bronson Place Apartments.  Depreciation  expense increased
due to capital improvements completed during the past twelve months that are now
being  depreciated.  General  and  administrative  expense  decreased  due  to a
decrease in  professional  fees  related to the  oversight  of the  Partnership.
Included  in general  and  administrative  expenses  are  reimbursements  to the
General  Partner  allowed under the  Partnership  Agreement  associated with its
management of the  Partnership.  Costs  associated with the quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

The slight  increase in total revenues was due to increased  rental income which
was offset by decreased other income.  Rental income increased  primarily due to
increased  average  rental  rates  at all of the  Partnership's  properties  and
improved  occupancy at Meadow Wood and Defoors  Crossing  Apartments  which more
than offset the decrease in occupancy at Bronson Place Apartments.  The decrease
in other income is primarily  due to decreased  tenant  charges at Bronson Place
and Meadow Wood Apartments.

The  Partnership  has a 35% investment in Corinth  Square Joint Venture  ("Joint
Venture").  For the three months ended March 31, 2000, the Partnership  realized
equity in the loss of the Joint Venture  property of approximately  $3,000,  and
for the three months ended March 31, 1999, the  Partnership  realized  equity in
the income of the Joint Venture  property of approximately  $9,000.  On December
30, 1999, the Joint Venture sold its only investment  property,  Corinth Square,
to an unaffiliated third party.

Peachtree  Corners  Medical  Building  was the last  commercial  property in the
commercial  segment  of the  Partnership.  Due to the sale of this  property  in
December 1999, the income of this property has been classified as "(Loss) income
from  discontinued  operations"  for the three  months  ended March 31, 2000 and
1999.  There were no revenues for this property and the  Partnership  realized a
loss from  discontinued  operation  of  approximately  $11,000  during the three
months  ended March 31,  2000.  Revenues  of this  property  were  approximately
$45,000 and the  Partnership  realized  income from  discontinued  operation  of
approximately $11,000 for the three months ended March 31, 1999.

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 expense.  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.  Due to changing  market  conditions,  which can
result  in the  use of  rental  concessions  and  rental  reductions  to  offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $584,000 compared to approximately  $1,077,000 at March 31, 1999.
Cash  and  cash  equivalents  decreased  by  approximately   $583,000  from  the
Partnership's  year ended December 31, 1999, due to approximately  $1,209,000 of
cash used in financing  activities,  which was partially offset by approximately
$253,000 of cash provided by operating activities and approximately  $373,000 of
cash provided by investing  activities.  Cash  provided by investing  activities
consisted  primarily  of  proceeds  from the sale of the  Corinth  Square  Joint
Venture property and, to a lesser extent,  distributions received from the Joint
Venture,  which were partially offset by property improvements and replacements.
Cash  used  in  financing  activities  consisted  of  distributions  paid to the
partners.  The Partnership  invests its working capital reserves in money market
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. Capital improvements
planned for each of the Partnership's properties are detailed below.

Bronson Place

During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately  $6,000 on  capital  improvements  at  Bronson  Place  Apartments,
consisting primarily of building improvements and appliances. These improvements
were  funded  from cash flow from  operations.  The  Partnership  evaluated  the
capital improvement needs of the property for the year 2000. The amount budgeted
is approximately $38,000,  consisting primarily of carpet and vinyl replacements
and plumbing upgrades. Additional improvements may be considered and will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Meadow Wood

During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately  $35,000  on  capital  improvements  at  Meadow  Wood  Apartments,
consisting  primarily of carpet and vinyl  replacements,  appliances,  and model
furniture.  These  improvements were funded from cash flow from operations.  The
Partnership evaluated the capital improvement needs of the property for the year
2000. The amount budgeted is approximately $63,000,  consisting primarily of air
conditioning unit replacement,  appliances,  and carpet and vinyl  replacements.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Defoors Crossing

During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately  $4,000 on capital  improvements at Defoors  Crossing  Apartments,
consisting  primarily of carpet and vinyl replacements.  These improvements were
funded from cash flow from  operations.  The  Partnership  evaluated the capital
improvement  needs of the  property  for the year 2000.  The amount  budgeted is
approximately  $31,000,  consisting primarily of appliances and carpet and vinyl
replacements.  Additional  improvements may be considered and will depend on the
physical condition of the property as well as 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.

During  the  three  months  ended  March  31,  2000,  the  Partnership   paid  a
distribution  of cash  generated  from the  sale of  Peachtree  Corners  Medical
Building and the  investment  property  owned by Corinth Square Joint Venture of
approximately  $1,003,000  (approximately  $993,000 to the  limited  partners or
$16.26  per  limited  partnership  unit)  and  approximately  $206,000  of  cash
generated from  operations  (approximately  $204,000 to the limited  partners or
$3.34 per limited  partnership  unit).  During the three  months ended March 31,
1999, the Partnership  declared a distribution of cash generated from operations
of  approximately  $154,000  (approximately  $153,000 to the limited partners or
$2.50  per  limited  partnership  unit),  which  was  paid in  April  1999.  The
Partnership's  distribution policy is reviewed on a quarterly basis. 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.  There can be no assurance,  however,  that the Partnership will generate
sufficient funds from operations  after required capital  improvements to permit
any  additional  distributions  to its partners  during the remainder of 2000 or
subsequent periods.

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K filed during the first quarter of calendar
                  year 2000:

                  Current  Report on Form 8-K dated  December 30, 1999 and filed
                  January 12, 2000,  disclosing  the sales of Peachtree  Corners
                  Medical Building and Corinth Square  Professional  Building to
                  unaffiliated parties.

<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/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

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

                                    Date: