SC 14D9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED INVESTORS INCOME PROPERTIES

(Name of Subject Company)

UNITED INVESTORS INCOME PROPERTIES

(Name of Person(s) Filing Statement)

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	ITEM 1. SUBJECT COMPANY INFORMATION
	ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 4. THE SOLICITATION OR RECOMMENDATION
	ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 8. ADDITIONAL INFORMATION
	ITEM 9. EXHIBITS
SIGNATURE
Letter to Unit Holders of the Partnership

SCHEDULE 14D-9

     This Schedule 14D-9 relates to a tender offer by MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 6, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MPF Senior Note Program II, LP; MP Acquisition Co. 3, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF Income Fund 24, LLC; MPF Flagship Fund 13, LLC; MPF DeWaay Fund 5, LLC; and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”) to purchase all of the outstanding units of limited partnership interest (“Units”) of United Investors Income Properties, at a price of $45.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between April 17, 2008 and May 18, 2008, or such other date to which the offer may be extended by the Offerors. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of April 17, 2008 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2008.

ITEM 1. SUBJECT COMPANY INFORMATION.

     The name of the subject company is United Investors Income Properties, a Missouri limited partnership (the “Partnership”). The address of the principal executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.

     The title of the class of equity securities to which this Schedule 14D-9 relates is the units of limited partnership interest of the Partnership. As of December 31, 2007, 61,063 Units were outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

     This Schedule 14D-9 is being filed by the Partnership, the subject company. The Partnership’s general partner is United Investors Real Estate, Inc. (the “General Partner”), a Delaware corporation. The Partnership’s business address and telephone number are set forth in Item 1 above.

     This Schedule 14D-9 relates to a tender offer by the Offerors to purchase Units of the Partnership in cash, at a price of $45.00 per Unit. The offer to purchase Units in the Partnership is being made pursuant to the Offer to Purchase and a related Letter of Transmittal. The tender offer is described in a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which was filed with the SEC on April 17, 2008. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of each of the Offerors is 1640 School Street, Moraga, California 94556.

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ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

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

     Affiliates of the General Partner receive 5% of gross receipts from both of the Partnership’s properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $69,000 and $59,000 for the years ended December 31, 2007 and 2006, respectively.

     An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $50,000 and $40,000 for the years ended December 31, 2007 and 2006, respectively.

     In accordance with the Partnership Agreement, during the year ended December 31, 2007, AIMCO Properties, L.P., an affiliate of the General Partner, advanced approximately $171,000 to the Partnership to fund capital improvements, operating expenses and costs associated with the September 2007 refinancing of the mortgage encumbering Bronson Place Apartments. During the year ended December 31, 2006, AIMCO Properties, L.P. advanced approximately $105,000 to the Partnership to fund operating expenses at both of the Partnership’s investment properties. During the years ended December 31, 2007 and 2006, interest on advances, at the rate of prime plus 2%, was approximately $8,000 and $3,000, respectively. During the year ended December 31, 2007, the Partnership repaid approximately $276,000 and $11,000, respectively, of advances and associated accrued interest from proceeds from the refinancing of the mortgage encumbering Bronson Place Apartments. There were no such payments made during the year ended December 31, 2006. At December 31, 2007, there were no advances or associated accrued interest due to AIMCO Properties, L.P. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.

     The Partnership insures its properties up to certain limits through coverage provided by Apartment Investment and Management Company (“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 years ended December 31, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $27,000 and $25,000, respectively, for insurance coverage and fees associated with policy claims administration.

     In addition to its indirect ownership of the General Partner of the Partnership, AIMCO and its affiliates owned 24,498 Units in the Partnership representing 40.12% of the outstanding Units at December 31, 2007. 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 in exchange for cash or a combination of cash and Units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action

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with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 40.12% of the outstanding Units at December 31, 2007, AIMCO and its affiliates are in a position to influence all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of April 30, 2008, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Not applicable.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Not applicable.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Not applicable.

ITEM 8. ADDITIONAL INFORMATION.

     The information set forth in the Letter to the Unit holders, dated as of April 30, 2008, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 9. EXHIBITS.

(a)(2)	Letter to Unit Holders of the Partnership, dated April 30, 2008.
(e)	Not applicable.
(g)	Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 30, 2008

United Investors Income Properties
By:	United Investors Real Estate, Inc.,
	its General Partner
	By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

EX-99.(A)(2)

Exhibit (a)(2)

UNITED INVESTORS INCOME PROPERTIES
c/o United Investors Real Estate, Inc.
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602

April 30, 2008

Dear Limited Partner:

     As you may be aware by now, MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 6, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MPF Senior Note Program II, LP; MP Acquisition Co. 3, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF Income Fund 24, LLC; MPF Flagship Fund 13, LLC; MPF DeWaay Fund 5, LLC; and MacKenzie Patterson Fuller, LP (collectively, the “MPF Group”) initiated an unsolicited tender offer to buy units of limited partnership interest (the “Units”) in United Investors Income Properties, a Missouri limited partnership (the “Partnership”). The general partner of the Partnership, United Investors Real Estate, Inc., (“the “General Partner”) first became aware of the offer by the MPF Group on April 17, 2008.

     The Partnership, through its General Partner, is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject this offer or to state that the Partnership is remaining neutral with respect to the offer. The General Partner is of the opinion that secondary market sales information is not a reliable measure of value in this instance because of the limited number of reported trades. Therefore, the General Partner is remaining neutral and does not express any opinion with respect to the MPF Group’s offer, primarily because the General Partner does not have a reliable indicator of the fair value of the Units.

     We call your attention to the following considerations:

• The MPF Group’s offer price is $45.00 per Unit, which will be reduced by the amount of any distributions declared or made between April 17, 2008 and May 18, 2008, or such other date to which the MPF Group offer may be extended.

• The MPF Group’s offer is an increase over its previous offer of $40.00 per Unit on September 13, 2007. However, the MPF Group estimates the liquidation value of the Units to be approximately $67.00 per Unit.

• The MPF Group’s offer is for all of the outstanding Units not already owned by the MPF Group. According to our records, the MPF Group directly owns no Units; however, affiliates of the MPF Group own 2,687 Units, or 4.40% of the total outstanding 61,063 Units, as of April 17, 2008. The MPF Group may be affiliated with other limited partners of the Partnership whose Units are included in its statement of ownership. Any acquisition of Units by the MPF Group as a result of the MPF Group’s offer may affect the outcome of Partnership decisions, in that the purchases may concentrate ownership of Units.

• The MPF Group’s offer states that you will have the right to withdraw Units tendered in the offer at any time until the expiration of the offer on May 18, 2008, or such other date to which the MPF Group’s offer may be extended, or, if your Units have not been accepted for payment by June 16, 2008, you can withdraw them at any time after such time until your Units are accepted for payment.

• The MPF Group does not indicate what its specific plans or proposals are regarding future tender offers. However, it states that it may consider future offers for the Units.

• AIMCO Properties, L.P. and its affiliates (“AIMCO Properties”), which collectively hold 24,498 Units, or 40.12% of the total outstanding Units, do not intend to tender any of their Units in the MPF Group’s offer.

• The Partnership’s current investment property consists of two properties: Bronson Place Apartments, a 70-unit apartment complex located in Mountlake Terrace, Washington, and Defoors Crossing Apartments, a 60-unit apartment complex located in Atlanta, Georgia. Defoors Crossing Apartments is currently under contract for sale to a third party at a purchase price of $4,022,000, subject to certain adjustments at closing. The General Partner estimates that the sale of Defoors Crossing Apartments will generate approximately $62.00 per Unit. Additionally, Bronson Place Apartments is currently listed and being marketed for potential sale. However, no assurances can be given regarding the timing or amount of either sale or the amount of any distribution to limited partners, if at all.

• In connection with the September 2007 refinancing of the first mortgage loan encumbering Bronson Place Apartments, the lender to the Partnership obtained an appraisal of the property. In an appraisal report dated August 22, 2007, an appraiser concluded that the as is market value of Bronson Place Apartments was $7,100,000 as of August 15, 2007.

• Since 2005, the Partnership has declared and made the following distributions to the limited partners:

Year of	Distribution Amount Per
Distribution	Limited Partnership Unit	Distribution Type
2005	$113.90	Proceeds from Operations
		($6.16 per Unit); Proceeds from
		sale of Meadow Wood Apartments
		($80.11 per Unit); Proceeds
		from refinancing of mortgage
		encumbering Bronson Place
		Apartments ($27.63 per Unit)
2006	$1.79	Proceeds from Operations
2007	$20.11	Proceeds from refinancing of
		the mortgage encumbering
		Bronson Place Apartments

• Since 2005, AIMCO Properties has purchased in private transactions 11 Units, 10 Units, 40 Units and 8 Units at prices of $95.71 per Unit, $120.00 per Unit, $62.42 per Unit and $13.94 per Unit, respectively, each in 2005.

• Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum) and the American Partnership Board, which are the only two independent sources from which we currently have information regarding secondary market sales. The gross sales prices reported by these services do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by these services is accurate or complete. Other sources, such as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum and the American Partnership Board

o Set forth below are the high and low sales prices of Units during the years ended December 31, 2005, 2006 and 2007, as reported by Direct Investments Spectrum, an independent third-party source. Direct Investments Spectrum has not reported any sales of Units during 2008 (through January 31).

	HIGH		LOW
Year Ended 2005:	$	145.11	$	100.00
Year Ended 2006:	$	60.00	$	52.00
Year Ended 2007:	$	55.00	$	55.00

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o Set forth below are the high and low sales prices of Units during the years ended December 31, 2005, 2006 and 2007, as reported by the American Partnership Board, an independent third-party source. American Partnership Board has not reported any sales of Units during 2008 (through February 19).

	HIGH		LOW
Year Ended 2005:	$	145.11	$	108.77
Year Ended 2006:	$	60.25	$	60.25
Year Ended 2007:	$	55.00	$	55.00

     The General Partner urges each investor to carefully consider the foregoing information before tendering his or her Units to the MPF Group.

     Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the holder of Units may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their interests in the Partnership will have tax consequences that could be adverse.

     Please consult with your tax advisor about the impact of a sale on your own particular situation and the effect of any negative capital accounts.

     If you would like to discuss your Partnership’s performance in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at P.O. Box 2347, Greenville, SC 29602.  Please be advised that the information contained in this letter reflects the extent of our advice with respect to this offer.

Sincerely,

United Investors Real Estate, Inc.

General Partner

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