SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------
                                 Amendment No. 2
                                       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 GROWTH FUND XXII
                            (Name of Subject Company)

  MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Senior Note Program I,
 LP; SCM Special Fund, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4,
     LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, 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
                      ----------                  ----------

                     $3,000,000                     $92.10

*     For purposes of calculating the filing fee only. Assumes the purchase of
      20,000 Units at a purchase price equal to $150 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: $92.10
      Form or Registration Number: SC TO-T
      Filing Party: MacKenzie Patterson Fuller, LP
      Date Filed: June 6, 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 Senior Note Program I,
LP; SCM Special Fund,  LLC; MPF Income Fund 23, LLC; MPF DeWaay  Premier Fund 4,
LLC;  MPF  Special  Fund 8, LLC;  MPF  Acquisition  Co. 3,  LLC;  and  MacKenzie
Patterson  Fuller,  LP (collectively  the "Purchasers") to purchase up to 20,000
Units of limited partnership interest (the "Units") in Century Properties Growth
Fund XXII (the "Partnership"), the subject company, at a purchase price equal to
$110 per  Unit,  less the  amount  of any  distributions  declared  or made with
respect to the Units between May 3, 2007 (the "Offer  Date") and the  Expiration
Date,  upon the terms and  subject to the  conditions  set forth in the Offer to
Purchase  dated May 3, 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 179 Units.  Upon  completion  of the Offer,  the
Purchasers held an aggregate of approximately 731 Units, or approximately  0.88%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:

MPF-NY 2007, LLC - 18 Units;  MPF Senior Note Program I, LP - 72 Units;  and SCM
Special Fund, LLC - 89 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:  July 2, 2007

MPF-NY 2007,  LLC; MPF Badger  Acquisition  Co., LLC; MPF Senior Note Program I,
LP; SCM Special Fund,  LLC; MPF Income Fund 23, LLC; MPF DeWaay  Premier Fund 4,
LLC;  MPF  Special  Fund 8, LLC;  MPF  Acquisition  Co. 3,  LLC;  and  MacKenzie
Patterson Fuller, LP.

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