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
                               -------------------

                           CENTURY PROPERTIES FUND XV
                            (Name of Subject Company)

    SCM Special Fund, LLC; MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC;
MPF Flagship Fund 9, LLC; MacKenzie Patterson Special Fund 5, LLC; MPF Flagship
   Fund 11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC; MPF
            Acquisition Co. 3, LLC; MPF DeWaay Premier Fund 2, LLC;
                       and MacKenzie Patterson Fuller, LP
                                    (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

         $3,520,000                                             $108.06

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 32,000 Units at a purchase price equal to $110 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:  $108.06
         Form or Registration Number:  SC TO-T
         Filing Party: MacKenzie Patterson Fuller, LP
         Date Filed:  May 8, 2007

[ ] 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 May 3, 2007 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
SCM Special Fund, LLC; MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF
Flagship Fund 9, LLC; MacKenzie Patterson Special Fund 5, LLC; MPF Flagship Fund
11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC; MPF
Acquisition Co. 3, LLC; MPF DeWaay Premier Fund 2, LLC (collectively the
"Purchasers") to purchase up to 32,000 Units of limited partnership interest
(the "Units") in Century Properties Fund XV (the "Partnership"), the subject
company upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 8, 2007 (the "Offer to Purchase") and the related Letter of
Transmittal.

The Offer is hereby amended to extend the Expiration Date to June 21, 2007.


Item 12. Exhibits.

(a)(1) Offer to Purchase dated May 8, 2007*

(a)(2) Letter of Transmittal*

(a)(3) Form of Letter to Unit holders dated May 8, 2007*

(a)(4) Form of Press Release

(a)(5) Supplemental Letter to Unit holders dated June 7, 2007

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on May 8, 2007


                                   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 7, 2007

SCM Special Fund, LLC; MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF
Flagship Fund 9, LLC; MacKenzie Patterson Special Fund 5, LLC; MPF Flagship Fund
11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC; MPF
Acquisition Co. 3, LLC; MPF DeWaay Premier Fund 2, LLC

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

MACKENZIE PATTERSON FULLER, LP

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






                                  EXHIBIT INDEX


Exhibit  Description

(a)(1) Offer to Purchase dated May 8, 2007*

(a)(2) Letter of Transmittal*

(a)(3) Form of Letter to Unit holders dated May 8, 2007*

(a)(4) Form of Press Release

(a)(5) Supplemental Letter to Unit holders dated June 7, 2007

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on May 8, 2007

EX-99

                                 Exhibit (a)(4)




                              FOR IMMEDIATE RELEASE

MacKenzie Patterson Fuller, LP announces an extension of the tender offer for
CENTURY PROPERTIES FUND XV

Moraga, Calif. (Market Wire)--June 6, 2007-- SCM Special Fund, LLC; MPF-NY 2007,
LLC; MPF Badger Acquisition Co., LLC; MPF Flagship Fund 9, LLC; MacKenzie
Patterson Special Fund 5, LLC; MPF Flagship Fund 11, LLC; MPF DeWaay Premier
Fund 4, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, LLC; MPF DeWaay
Premier Fund 2, LLC and MacKenzie Patterson Fuller, LP (the "Purchasers") have
extended the expiration date with respect to their tender offer for units of
limited partnership interests (the "Units") in CENTURY PROPERTIES FUND XV (the
"Partnership"), through June 21, 2007.

As of the date hereof, a total of 883 Units have been tendered by Unitholders
and not withdrawn. No other Units have been tendered to date.

Unitholders should read the Offer to Purchase and the related materials
carefully because they contain important information. Unitholders will be able
to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to
Purchase, the Supplemental Letter to Unitholders, the Letter of Transmittal, 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. Unitholders 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. 224
MacKenzie Patterson Fuller, LP
1640 School Street, Suite 100
Moraga, California 94556

EX-99

                                 Exhibit (a)(5)





June 7, 2007

TO:          UNIT HOLDERS OF CENTURY PROPERTIES FUND XV

SUBJECT:     OFFER TO PURCHASE UNITS

Dear Unit Holder:

We are extending the Offer to Purchase and related Letters of Transmittal sent
to you on May 8, 2007, (the "Offer"), which was made by the Purchasers
identified in the Offer. The Purchasers are offering to purchase up to 20,000
Units of limited partnership interest (the "Units") in CENTURY PROPERTIES FUND
XV (the "Partnership") at a purchase price equal to:

                                  $110 per Unit
                                  -------------

The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in CENTURY PROPERTIES FUND XV without the usual transaction
costs associated with market sales or partnership transfer fees. Reasons you may
wish to sell your Units include:

     o    HIGHEST OFFER PRICE YET. This offer is 22% HIGHER than what Affiliates
          of the Purchasers offered in August of 2006.

     o    NO DISTRIBUTIONS SINCE 2002. The Partnership has paid no distributions
          to limited  partners  since 2002,  and it states that "there can be no
          assurance that the  Partnership  will generate  sufficient  funds from
          operations after required capital expenditures to permit distributions
          to its partners in 2007 or subsequent periods. (emphasis added).

     o    UNCERTAINTY  OF PARTNERSHIP  TERMINATION.  Our offer provides you with
          the opportunity to receive a guaranteed amount of money in a specified
          time  period.  The general  partner has given no  indication  when the
          partnership will be liquidating,  and the  Partnership's  term extends
          through December 31, 2020. Therefore,  investors may not see liquidity
          for some time.

     o    ILLIQUIDITY OF UNITS. The relative  illiquidity of the Units resulting
          from the absence of a formal trading market makes the Units  difficult
          to sell.

     o    NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your
          Units will be the final year for which you will be obligated to file a
          K-1 for the  Partnership  with your tax return.  This may  represent a
          reduction in costs  associated  with filing  complicated  tax returns.
          Your  decision to sell may have other  favorable  or  unfavorable  tax
          consequences and potential sellers should consult their individual tax
          advisers.


The Purchasers are extending the Expiration Date to June 21, 2007. You can view
the amended Offer materials at www.mpfi.com (Click on MPF Tenders). If you
already completed and sent a Letter of Transmittal to the Depositary, you need
not send another, you will automatically receive the higher price. Please note
that a Medallion Guarantee is not required.

After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on pink paper) and change of address forms, and any other documents required by
the Letter of Transmittal, to the Depositary for the Offer at:

                         MacKenzie Patterson Fuller, LP
                  1640 School Street, Moraga, California 94556
                            Facsimile: (925) 631-9119

If you have any questions or need assistance, please call the Depositary at
800-854-8357.

This Offer expires (unless extended) June 21, 2007.