SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AMERICAN REPUBLIC REALTY FUND I

(Name of Subject Company)

Everest Management, LLC (offeror)

(Filing Persons)

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Christopher K. Davis
Everest Management, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, CA 91101
Telephone (626) 585-5920

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation: $2,301,300⁽¹⁾ Amount of Filing Fee: $460.26

⁽¹⁾ Calculated as the product of the total Units available for purchase and the gross cash price per Unit.

o 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

o 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.

o issuer tender offer subject to Rule 13e-4.

o 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. 3 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Everest Management, LLC (“Everest” or the “Purchaser”), a California limited liabiltiy company, dated May 9, 2006, to purchase ALL Units of limited partnership interests (“Units”) not already held by Purchaser and its affiliates 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 June 9, 2006. The Purchaser received 76 Units that were validly tendered and not withdrawn, all of which were accepted for payment. Including the Units acquired in the Offer, the Purchaser owns 2,376 Units (21.6%). Everest Properties II, LLC, an affiliate of Purchaser, owns 1,029 Units (9.4%).

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: July 13, 2006

EVEREST MANAGEMENT, LLC

By: /S/ DAVID I. LESSER     

David I. Lesser

Executive Vice President 

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