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

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

                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
                            (Name of Subject Company)

  MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Flagship Fund 12, LLC;
   MPF DeWaay Fund 4, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8,
    LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special
      Fund 6-A, LLC; MPF DeWaay Premier Fund, LLC; MP Falcon Fund, LLC; MPF
  Acquisition Co. 3, LLC; MPF DeWaay Fund 6, LLC; MPF Flagship Fund 9, 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
                ----------                      ----------

                $2,161,660                         $66.36

*     For purposes of calculating the filing fee only. Assumes the purchase of
      7,454 Units at a purchase price equal to $290 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:  $66.36
      Form or Registration Number: SC TO-T
      Filing Party: MacKenzie Patterson Fuller, LP
      Date Filed: JULY 26, 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: [X]



                         FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2007,  LLC; MPF Badger  Acquisition  Co., LLC; MPF Flagship Fund 12, LLC;
MPF DeWaay Fund 4, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC;
MacKenzie  Patterson Special Fund 6, LLC; MacKenzie  Patterson Special Fund 6-A,
LLC; MPF DeWaay Premier Fund,  LLC; MP Falcon Fund,  LLC; MPF Acquisition Co. 3,
LLC;  MPF  DeWaay  Fund 6,  LLC;  MPF  Flagship  Fund 9, LLC  (collectively  the
"Purchasers")  to purchase  7,454  Units of limited  partnership  interest  (the
"Units")   in  Drexel   Burnham   Lambert   Real  Estate   ASSOCIATES   II  (the
"Partnership"), the subject company, at a purchase price equal to $290 per Unit,
less the amount of any distributions  declared or made with respect to the Units
between  July 26, 2007 (the "Offer  Date") and August 30, 2007 (the  "Expiration
Date"),  upon the terms and subject to the  conditions set forth in the Offer to
Purchase dated July 26, 2007 (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 241 Units.  Upon  completion  of the Offer,  the
Purchasers held an aggregate of approximately 2,179 Units, or approximately 5.8%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:

MPF-NY 2007 - 24 units
MPF FLAGSHIP FUND 12 - 217 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:   September 7, 2007

MPF-NY 2007,  LLC; MPF Badger  Acquisition  Co., LLC; MPF Flagship Fund 12, LLC;
MPF DeWaay Fund 4, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC;
MacKenzie  Patterson Special Fund 6, LLC; MacKenzie  Patterson Special Fund 6-A,
LLC; MPF DeWaay Premier Fund,  LLC; MP Falcon Fund,  LLC; MPF Acquisition Co. 3,
LLC; MPF DeWaay Fund 6, LLC; MPF Flagship Fund 9, 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