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. 2

EMPIRE STATE REALTY OP, L.P.

(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.

(Bidders)

SERIES 250 OPERATING PARTNERSHIP UNITS

(Title of Class of Securities)

292102308

(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
$1,400,000	$180.32

*	For purposes of calculating the filing fee only.  Assumes the purchase of 100,000 Units at a purchase price equal to $14 per Unit 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:                                           $586.04
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Realty Capital, Inc.
	Date Filed:  April 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)

[ ]	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 Final Amendment to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by MacKenzie Realty Capital, Inc. (the “Purchasers”) to purchase up to 100,000 Series 250 operating partnership units (“Series 250 Units” or “Units”) of Empire State Realty OP, L.P. (the “Partnership”), the subject company, at a purchase price equal to $14 per Unit, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated April 25, 2014 (the “Offer Date”) and the related Assignment Form.

The Offer expired on June 13, 2014, and no units were tendered.

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:           June 20, 2014

MacKenzie Realty Capital, Inc.

By:	/s/ Chip Patterson
	Chip Patterson, Secretary

MACKENZIE CAPITAL MANAGEMENT, LP

By:           /s/ Chip Patterson                                           

Chip Patterson, Managing Director