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
                               ___________________

                           CENTURY PROPERTIES FUND XIV
                            (Name of Subject Company)

    MPF-NY 2006, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF SPECIAL FUND 8, LLC
                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (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.224                            (925) 631-9100 ext. 206

                     (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

         $450,000                                               $ 48.15

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 20,000 Units at a purchase price equal to $22.50 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:  $ 48.15
         Form or Registration Number: SC TO-T
         Filing Party: MacKenzie Patterson Fuller, LP
         Date Filed: November 22, 2006

[ ]      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]







                         FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY  2006,  LLC;  MPF DeWaay  Premier  Fund 3, LLC;  MPF Special  Fund 8, LLC
(collectively the "Purchasers") to purchase 20,000 Units of limited  partnership
interest (the "Units") in Century Properties Fund XIV (the  "Partnership"),  the
subject  company,  at a purchase price equal to $22.50 per Unit, less the amount
of any distributions declared or made with respect to the Units between November
22, 2006 (the "Offer Date") and December 29, 2006 (the "Expiration  Date"), upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
November  22,  2006  (the  "Offer  to  Purchase")  and  the  related  Letter  of
Transmittal.

The Offer resulted in the tender by  unitholders,  and acceptance for payment by
the  Purchasers,  of a total of 316 Units.  Upon  completion  of the Offer,  the
Purchasers held an aggregate of approximately 316 Units, or approximately  0.49%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:

MPF-NY 2006, LLC - 32 Units; and MPF DeWaay Premier Fund 3, LLC - 284 Units.

                                   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:   January 10, 2007

MPF-NY 2006, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF SPECIAL FUND 8, LLC

By:      /s/ Chip Patterson
         ----------------------------------
         Chip Patterson, Senior Vice President of Manager or
         General Partner of each filing person