SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________

SCHEDULE TO

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

of the Securities Exchange Act of 1934

___________________

Amendment No. 1

BLUEROCK RESIDENTIAL GROWTH REIT, INC.

(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.

(Bidders)

SHARES OF CLASS B-1, B2, and B-3 COMMON STOCK

 (Title of Class of Securities)

None or unknown

(CUSIP Number of Class of Securities)

_______________________

	Copy to:
Christine Simpson	Chip Patterson, Esq.
MacKenzie Capital Management, LP	MacKenzie Capital Management, 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
		$900,000	$115.92
*	For purposes of calculating the filing fee only.  Assumes the purchase of 30,000 Shares of each Class B-1, B-2, and B-3 common stock at a purchase price equal to $11, $10, and $9 per Share, respectively, 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:                                           $115.92
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Capital Management, LP
	Date Filed: July 25, 2014
[ ]	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: [X]
	If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
[ ]	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
[ ]	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MacKenzie Realty Capital, Inc. (collectively the “Purchasers”) to purchase up to 30,000 shares of each Class B-1, B-2, and B-3 common stock (the “Shares”) in Bluerock Residential Growth REIT, Inc. (the “Corporation”), the subject company,  at a purchase price equal to $11, $10, and $9 per Share, respectively, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated July 25, 2014 (the “Offer Date”) and the related Assignment Form.

This Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of total of approximately 1,429.607 Shares of each Class.  Following purchase of all the tendered Shares, the Purchasers will own an aggregate of approximately 1,649.407 Shares of each Class, or approximately 1.1% of the total outstanding Shares of each Class.

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:           September 12, 2014

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson

Chip Patterson, Secretary