SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________

Amendment No. 1

to

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

FSP 303 EAST WACKER DRIVE CORP.

(Name of Subject Company)

MORAGA GOLD, LLC; STEVEN GOLD; MPF INCOME FUND 25, LLC; SCM SPECIAL FUND 2, LP MACKENZIE PATTERSON FULLER, LP

(Bidders)

[Missing Graphic Reference]

SHARES OF PREFERRED STOCK

(Title of Class of Securities)

None or unknown

(CUSIP Number of Class of Securities)

_______________________

	Copy to:
Christine Simpson	Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP	MacKenzie Patterson Fuller, LP
1640 School Street	1640 School Street
Moraga, California  94556	Moraga, California  94556
(925) 631-9100 ext. 1024	(925) 631-9100 ext. 1006

(Name, Address, and Telephone Number of

Person Authorized to Receive Notices and

Communications on Behalf of Bidder)

Calculation of Filing Fee

Transaction	Amount of
Valuation*	Filing Fee
$4,025,000	$158.18

*	For purposes of calculating the filing fee only.  Assumes the purchase of 115 Shares at a purchase price equal to $35,000 per Share in cash
[X]	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $23.38
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Patterson Fuller, LP
	Date Filed: February 3, 2009

[]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[X]	third party tender offer subject to Rule 14d-1.
[]	issuer tender offer subject to Rule 13e-4.
[]	going private transaction subject to Rule 13e-3
[]	amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

The Schedule TO filed as of February 3, 2009, by the above-named bidders is hereby amended as set forth below. Items not amended remain unchanged, and capitalized terms are used as defined in the original Schedule.

TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by Moraga Gold, LLC; Steven Gold; MPF Income Fund 25, LLC; SCM Special Fund 2, LP; MacKenzie Patterson Fuller, LP (collectively the “Purchasers”) to purchase up to 115 shares of preferred stock (the “Shares”) in FSP 303 East Wacker Drive Corp. (the “Corporation”), the subject company, at a purchase price equal to $35,000 per Share, less the amount of any dividends declared or made with respect to the Shares between February 3, 2009 (the “Offer Date”) and March 31, 2009, or such other date to which this Offer may be extended (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 3, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to the initial Schedule TO.  As noted above, the Offer price would be subject to reduction for dividends made or declared prior to the Expiration Date. Any dividends made or declared after the Expiration Date, by the terms of the Offer and as set forth in the Letter of Transmittal, would be assigned by tendering Shareholders to the Purchasers.

By this amendment, the Purchasers are increasing the number of Shares subject to the Offer from 17 to 115 and to extend the Expiration Date to March 31, 2009. The Corporation had 815 holders of record owning an aggregate of 2,210 Shares as of November 10, 2008, according to its Quarterly Report on Form 10-Q for the period ending September 30, 2008.  The Purchasers and their affiliates currently beneficially own 0 Shares, or 0.0% of the outstanding Shares.  The 115 Shares subject to the Offer as it is hereby amended constitute 5.2% of the outstanding Shares.  Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $4,025,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital.

Item 12.                      Exhibits.

(a)(1)	Offer to Purchase dated February 3, 2009*
(a)(2)	Assignment Form*
(a)(3)	Form of Letter to Shareholders dated February 3, 2009*
(a)(4)	Form of advertisement in Investor’s Business Daily*
(a)(5)	Addendum dated February 11, 2009 to Offer to Purchase dated February 3, 2009
(a)(6)	Amended Assignment Form

* Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on February 3, 2009.

                                                        SIGNATURES

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:                      February 11, 2009

Moraga Gold, LLC, MPF Income Fund 25, LLC

By: MacKenzie Patterson Fuller, LP, Manager

By:	/s/ Chip Patterson
	Chip Patterson, Senior Vice President

SCM Special Fund 2, LP

By: SCM-GP, LLC, General Partner

By: Sutter Capital Management, LLC, Manager

By:	/s/ Chip Patterson
	Chip Patterson, Senior Vice President

MACKENZIE PATTERSON FULLER, LP

By:           /s/ Chip Patterson                                           

Chip Patterson, Senior Vice President

STEVEN GOLD

/s/ Steven Gold

       EXHIBIT INDEX

Exhibit	Description
(a)(1)	Offer to Purchase dated February 3, 2009*
(a)(2)	Assignment Form*
(a)(3)	Form of Letter to Shareholders dated February 3, 2009*
(a)(4)	Form of advertisement in Investor’s Business Daily*
(a)(5)	Addendum dated February 11, 2009 to Offer to Purchase dated February 3, 2009
(a)(6)	Amended Assignment Form

* Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on February 3, 2009.

EX-99

February 11, 2009

TO:          SHAREHOLDERS OF FSP 303 EAST WACKER DRIVE CORP

SUBJECT:     ADDENDUM TO OFFER TO PURCHASE SHARES; INCREASE IN SHARES SUBJECT TO THE OFFER FROM 17 to 115 SHARES

Dear Shareholder:

As described in the enclosed Offer to Purchase and related Letters of Transmittal (the “Offer”) the Purchasers named in the attached Offer (collectively the “Purchasers”) are offering to purchase Shares of common stock (the “Shares”) in FSP 303 East Wacker Drive Corp. at a purchase price equal to:

$35,000 per Share

The Purchasers have increased the number of Shares subject to the Offer from 17, as described in the Offer Document, to 115. The 115 Shares subject to the Offer as it is hereby amended constitute 5.2% of the outstanding Shares. Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $4,025,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital. The Purchasers are also extending the Expiration Date to March 31, 2009.

As a result of the increased number of Shares subject to the Offer, the intended allocations of Shares among the Purchasers set forth in the first paragraph of Schedule I to the Offer have changed. The following Purchasers' allocations have increased as noted: Steven Gold (10%) Moraga Gold, LLC (10%), MPF Income Fund 25, LLC (10%), SCM Special Fund 2, LP (50%), MacKenzie Patterson Fuller, LP (20%). As described in Schedule I, the Purchasers will modify these allocations in the event fewer than all of the Shares sought are tendered.

EX-99

Letter of Transmittal

Please complete this form and send it back to us in the prepaid envelope.

Include a copy of your Driver’s License so we can obtain a Medallion Signature Guarantee, or have that done.

If you have any questions, please call us at (925) 631-9100.  Please return to 1640 School Street, Moraga CA 94556.

1.   Complete or Correct Name and Address Information if Necessary

FSP 303 East Wacker Drive Corp. Offer   Name:                                                         Address:                                                         City, State, ZIP:                                                         Quantity Owned:                                                 Price:                          $35,000/Share Offer Expires:                                 March 31, 2009    

2.   List the number of Shares you are selling:  ¨ All or (Quantity)

¨ SELL ALL OR NONE (check this box if you wish to sell your Shares ONLY if ALL your Shares will be purchased).

3.   Fill out where applicable, signing to indicate your agreement to the terms of the Offer and the terms on the reverse side of this form.

Owner & Custodian Information		Medallion (office use)
Owner*      Name: _________________________________      Signature: ______________________________      Social Security #: ________________________      Email Address: __________________________      Phone Number: __________________________	Date _______
Co-Owner(s) (if applicable)      Name(s): _______________________________      Signature(s): ____________________________	Date _______
Custodian (if applicable; we will obtain in necessary)      Name: _________________________________      Signature: ______________________________      IRA or Tax #: ____________________________      Phone Number: __________________________	Date _______

* If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s) in fact, agent(s), officer(s), or a corporation or another acting in a fiduciary or representing capacity, please provide the following information:

Name: ____________________________                                                                                                    Capacity: _________________________

4.   If any of the following applies, please provide the appropriate documents.

·   Name changes: Certified copy of Marriage Certificate or proof of name change from the court.

·   Power of Attorney: Copy of Power of Attorney document.

·   Estates: Certified Copies of Death Certificate and appropriate Court Documents (no older than 45 days).

·   Corporations: Copy of Corporate Resolution naming the Authorized Signature, with a seal if applicable.

5.   If you have any other REITs or Limited Partnerships you want to sell, please list them here and we will contact you.  _______________________________________________________

THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M., PACIFIC TIME, ON MARCH 31, 2009 (THE “EXPIRATION DATE”) UNLESS EXTENDED.

 R-13106

Letter of Transmittal

FSP 303 East Wacker Drive Corp.

To participate in the Offer, a duly executed copy of this Letter of Transmittal and any other documents required by this Letter of Transmittal must be received by the Depositary on or prior to the Expiration Date.  Delivery of this Letter of Transmittal or any other required documents to an address other than as set forth above does not constitute valid delivery. The method of delivery of all documents is at the election and risk of the tendering Shareholder. Please use the pre-addressed, postage-paid envelope provided.  This Letter of Transmittal is to be completed by holders of Shares in FSP 303 East Wacker Drive Corp. (the “Partnership”), pursuant to the procedures set forth in the Offer to Purchase (as defined below). Capitalized terms have the meanings in the Offer.

The undersigned hereby tenders to Moraga Gold, LLC; Steven Gold; MPF Income Fund 25, LLC; SCM Special Fund 2, LP (collectively the “Purchasers”) all of the Shares of preferred stock (“Shares”) in the Corporation held by the undersigned as set forth above (or, if less than all such Shares, the number set forth below in the signature box), at a purchase price equal to $35,000 per Share, less the amount of any dividends made or declared with respect to the Shares between February 3, 2009 and the Expiration Date, and upon the other terms and subject to the conditions set forth in the Offer to Purchase, dated February 3, 2009 (the “Offer to Purchase”) and in this Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the “Offer”).  Receipt of the Offer to Purchase is hereby acknowledged.  The undersigned recognizes that, if more than 17 Shares are validly tendered prior to or on the Expiration Date and not properly withdrawn, the Purchasers will, upon the terms of the Offer, accept for payment from among those Shares tendered prior to or on the Expiration Date 17 Shares on a pro rata basis, with adjustments to avoid purchases of certain fractional Shares, based upon the number of Shares validly tendered prior to the Expiration Date and not withdrawn.Subject to and effective upon acceptance for payment of any of the Shares tendered hereby, the undersigned sells, assigns, and transfers to, Purchasers all right, title, and interest in and to such Shares which are purchased pursuant to the Offer. The undersigned hereby irrevocably constitutes and appoints the Purchasers as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Shares and transfer ownership of such Shares, on the books of the Corporation, together with all accompanying evidences of transfer and authenticity, to the Purchasers and, upon acceptance of the tender of such Shares by the Purchasers, to exercise all voting rights and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares all in accordance with the terms of the Offer.  Upon the purchase of Shares pursuant to the Offer, all prior proxies and consents given by the undersigned with respect to such Shares will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective).  In addition, by executing this Letter of Transmittal, the undersigned assigns to the Purchasers all of the undersigned’s rights to receive dividends from the Corporation with respect to Shares which are purchased pursuant to the Offer, other than dividends declared or paid through the Expiration Date and to change the address of record for such dividends on the books of the Corporation. Upon request, the Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer, and purchase of such Shares.

The undersigned hereby represents and warrants that the undersigned owns the Shares tendered hereby and has full power and authority to validly tender, sell, assign, and transfer the Shares tendered hereby, and that when any such Shares are purchased by the Purchasers, the Purchasers will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, or other obligations relating to the sale or transfer thereof, and such Shares will not be subject to any adverse claim.  Upon request, the undersigned will execute and deliver any additional documents deemed by the Purchasers to be necessary or desirable to complete the assignment, transfer, and purchase of Shares tendered hereby. The undersigned understands that a tender of Shares to the Purchasers will constitute a binding agreement between the undersigned and the Purchasers upon the terms and subject to the conditions of the Offer. The undersigned recognizes the right of the Purchasers to effect a change of dividend address to MacKenzie Patterson Fuller, LP at 1640 School Street, Moraga, California, 94556. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchasers may not be required to accept for payment any of the Shares tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Shares not accepted for payment will be destroyed by the Purchasers.  All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.  Except as stated in the Offer to Purchase, this tender is irrevocable.

Arbitration Agreement: Purchaser and Seller agree that any dispute, claim, or controversy arising out of or related to this agreement or a purchase of Shares shall be resolved by binding arbitration in San Francisco, California before a retired judge.  The arbitration shall be administered by JAMS pursuant to its Arbitration Rules and Procedures (“Rules”).  If one party fails to respond within twenty days after the other party mails a written list of arbitrators by either agreeing to one of the proposed arbitrators or suggesting three or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list and JAMS shall then appoint that arbitrator to preside over the arbitration.  If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the Rules.   Where reasonable, the arbitrator shall schedule the arbitration hearing within four months after being appointed.  The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues.  The arbitrator's decision will be final and binding upon the parties.  A judgment upon any award may be entered in a court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys' fees and costs, arbitrator fees, JAMS fees and costs, and any attorneys' fees and costs incurred in compelling arbitration.  The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations.  This agreement will be interpreted, construed, and governed according to federal securities laws and the laws of the State of California; provided that all matters relating to arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).  If both parties waive their right to arbitrate, then any dispute or claim arising out of or related to this agreement will be subject to the exclusive jurisdiction of Contra Costa County Superior Court for the State of California.  In any such action, Purchaser and Seller expressly submit and consent to the exclusive jurisdiction of Contra Costa County Superior Court and waive all defenses to jurisdiction and venue.

EX-99

FOR IMMEDIATE RELEASE

MacKenzie Patterson Fuller, LP announces an extension of and amendment to the tender offer for FSP 303 East Wacker Drive Corp. and FSP 50 South Tenth Street Corp.

Moraga, Calif. (Market Wire)—February 11, 2009--Moraga Gold, LLC; Steven Gold; MPF Income Fund 25, LLC; SCM Special Fund 2, LP; and MacKenzie Patterson Fuller, LP (the “Purchasers”) have extended the expiration date with respect to their tender offer for shares of preferred stock (the “Shares”) in FSP 303 East Wacker Drive Corp. and FSP 50 South Tenth Street Corp (the “Corporations”), through March 31, 2009 and increased the number of Shares offered to be purchased from 17 to 115 and 17 to 40 for FSP 303 East Wacker Drive Corp. and FSP 50 South Tenth Street Corp, respectively, such that the percentage of outstanding shares of each issuer subject to the offers is greater than 5%.

As of the date hereof, no shares have been tendered by Shareholders.

Shareholders should read the Offers to Purchase and the related materials carefully because they contain important information. Shareholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Addendum Letters, the Assignment Forms, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission’s website at www.sec.gov.  Shareholders also may obtain a copy of these documents, without charge, from our website at www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357.

Contact: Christine Simpson, 800-854-8357 x. 1024

MacKenzie Patterson Fuller, LP

1640 School Street, Suite 100

Moraga, California 94556