August 3, 2005

                                                   Via Facsimile: (202) 772-9203
                                                         and submitted via EDGAR

Abby Adams
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

     Re:  American  Republic  Realty Fund I
          Schedule TO-T filed June 2, 2005,
          by Everest Properties II, LLC,

Dear Ms. Adams:

     This letter  responds to the  Staff's  comments  conveyed in your letter of
July 6, 2005. Numbered paragraphs below correspond to the numbered paragraphs in
your letter.

     1. For the reasons  stated in my previous  response  letter  dated June 30,
2005, the bidder's financial  statements are not material to persons considering
the Offer. Nonetheless,  we have included them as an expedient to completing our
offer.

     Without  implying any agreement with the comment that U.S. GAAP requires us
to do so, we have amended the financial  statements to provide a footnote to the
balance sheet regarding management's good faith estimate of investment value.

     For the Staff's information,  all of the investments are in assets that are
not actively  traded or readily  sold.  The  estimates  that are provided in the
footnote require a review of literally hundreds of separate limited partnerships
holding real estate and other illiquid assets, in which  partnerships the bidder
holds either a direct or indirect investment. The most recent estimate performed
by management was as of December 31, 2004.

     2. We do not believe this comment is appropriate because it is a comment on
drafting style rather than a comment on a substantive  disclosure issue. We also
do not agree with the  Staff's  interpretation  that the  introductory  sentence
implies that we "have not disclosed all tax consequences  that [we] are required
to disclose." We have made the required disclosure.  In response to the comment,
we have deleted the introductory statement.





     We are filing an amendment  concurrently  with this letter,  which includes
the  extension  already  announced by press release on August 1, 2005. We do not
believe that the amendment  materially changes the information  already provided
to the Unit Holders.  Please  contact the  undersigned if you have any questions
regarding  our  responses to the Staff's  comments and to advise us if the Staff
has any further comments.

                                        Very truly yours,

                                        /s/ Christopher K. Davis

                                        Christopher K. Davis
                                        Vice President and General Counsel

CKD:ckd
Encls.