SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                   SCHEDULE TO
                                (Amendment No. 5)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         AMERICAN REPUBLIC REALTY FUND I
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                       (Name of Subject Company [Issuer])

                      Everest Properties II, LLC (offeror)
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                                (Filing Persons)

                      Units of Limited Partnership Interest
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                         (Title of Class of Securities)

                                      None
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                      (CUSIP Number of Class of Securities)

                              Christopher K. Davis
                           Everest Properties II, LLC
                        199 S. Los Robles Ave., Suite 200
                               Pasadena, CA 91101
                            Telephone (626) 585-5920
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                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                            CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
   Transaction Valuation: $300,000(1)           Amount of Filing Fee: $60(2)
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(1)  Calculated as the product of the number of Units on which the Offer is
     made and the gross cash price per Unit.
(2)  Already paid.

[ ]  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:  Not Applicable      Filing party:  Not Applicable
     Form or registration no.:  Not Applicable    Date filed:  Not Applicable

[ ]  Check 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.
     [X] 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]






     This Amendment No. 5 amends and  supplements  the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Everest Properties II, L.P.  ("Everest"
or the  "Purchaser"),  a California  limited  partnership,  to purchase units of
limited partnership  interests ("Units") in AMERICAN REPUBLIC REALTY FUND I (the
"Partnership"),  as set forth in the Schedule TO. Capitalized terms used but not
defined herein have the meaning  ascribed to them in the Offer to Purchase filed
as Exhibit 12.1 to the Schedule TO (the "Offer to Purchase").


ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     Item 8 is hereby supplemented as follows:

     The Offer expired  pursuant to its terms at 5:00 p.m., Los Angeles time, on
August 25, 2005. The Purchaser  received 535.5 Units that were validly  tendered
and not  withdrawn,  all of which were accepted for payment.  As a result of the
Offer,  the  Purchaser  will own  approximately  1007.5  Units  (9.2%).  Everest
Management, LLC, an affiliate of Purchaser, owns 2,300 Units (20.9%).







                                    SIGNATURE


     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: November 1, 2005


                                    EVEREST PROPERTIES II, LLC

                                    By: /S/ DAVID I. LESSER
                                        ------------------------
                                        David I. Lesser
                                        Executive Vice President