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 XVII
                            (Name of Subject Company)

    MPF-NY 2006, LLC; MP FALCON GROWTH FUND 2, LLC; MPF INCOME FUND 22, LLC;
 MPF DEWAAY PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 12, LLC; MPF ACQUISITION CO.
  3, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL
   FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON
      SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MPF DEWAAY FUND 3, LLC;
                           AND MPF DEWAAY FUND 4, 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

         $2,250,000                                             $ 240.75

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 7,500 Units at a purchase price equal to $300 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: $ 240.75
         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; MP Falcon  Growth Fund 2, LLC;  MPF Income Fund 22, LLC; MPF
DeWaay  Premier Fund 2, LLC; MPF Flagship Fund 12, LLC; MPF  Acquisition  Co. 3,
LLC; MacKenzie  Patterson Special Fund 5, LLC; MacKenzie  Patterson Special Fund
6, LLC; MacKenzie  Patterson Special Fund 6-A, LLC; MacKenzie  Patterson Special
Fund 7, LLC;  MPF Special  Fund 8, LLC;  MPF DeWaay Fund 3, LLC;  and MPF DeWaay
Fund 4, LLC  (collectively  the "Purchasers") to purchase 7,500 Units of limited
partnership  interest  (the  "Units")  in  Century  Properties  Fund  XVII  (the
"Partnership"), the subject company, at a purchase price equal to $300 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 742 Units.  Upon  completion  of the Offer,  the
Purchasers held an aggregate of approximately 742 Units, or approximately  0.99%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:

MPF-NY 2006, LLC - 74 Units;  MP Falcon Growth Fund 2, LLC - 416 Units;  and MPF
Income Fund 22, LLC - 252 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; MP FALCON  GROWTH FUND 2, LLC;  MPF INCOME FUND 22, LLC; MPF
DEWAAY  PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 12, LLC; MPF  ACQUISITION  CO. 3,
LLC; MACKENZIE  PATTERSON SPECIAL FUND 5, LLC; MACKENZIE  PATTERSON SPECIAL FUND
6, LLC; MACKENZIE  PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE  PATTERSON SPECIAL
FUND 7, LLC;  MPF SPECIAL  FUND 8, LLC;  MPF DEWAAY FUND 3, LLC;  AND MPF DEWAAY
FUND 4, LLC

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