SecProbe.io

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      August 4, 2005

Mail Stop 4561

Paul M. Zlotoff
Uniprop Manufactured Housing Communities Income Fund
280 Daines Street, Suite 300
Birmingham, MI 48009

Re:	Uniprop Manufactured Housing Communities Income Fund
Schedule 14A
Filed July 25, 2005
File No. 0-15940

Dear Mr. Zlotoff:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Preliminary Schedule 14A

1. We note from page 3 that your proposed refinancing will result
in
a non-taxable distribution of $149 per unit to all limited
partners.
We further note from page 10 that you cannot predict with
"absolute
certainty" the tax consequences connected with the proposed
transaction.  Please revise your disclosure on page 3 and
elsewhere
to make this uncertainty clear to your investors or tell us why
these
statements are not inconsistent.

      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Geoffrey Ossias at 202-551-3404 or me at
202-
551-3780 with any other questions.

Sincerely,

Owen Pinkerton
Senior Counsel

cc:	KIRKPATRICK & LOCKHART
      Nicholas Hodge (via facsimile, 617-261-3175)
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Paul M. Zlotoff
Uniprop Manufactured Housing Communities Income Fund
August 4, 2005
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