mpfoxfordfinalamend.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

Amendment No. 2

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

OXFORD RESIDENTIAL PROPERTIES I

(Name of Subject Company)

SCM Special Fund, LLC; MPF Badger Acquisition Co., LLC; MP Falcon Fund, LLC; MPF Acquisition Co. 3, LLC;

MacKenzie Patterson Special Fund 7, 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. 1024		(925) 631-9100 ext. 1006

(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

	$706,800	$ 27.78

*	For purposes of calculating the filing fee only. Assumes the purchase of 2,356 Units at a purchase price equal to $300 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: $ 27.78
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Patterson Fuller, LP
	Date Filed: APRIL 18, 2008

[]	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 SCM Special Fund, LLC; MPF Badger Acquisition Co., LLC; MP Falcon Fund, LLC; MPF Acquisition Co. 3, LLC; MacKenzie Patterson Special Fund 7, LLC (collectively the “Purchasers”) to purchase 2,356 Units of limited partnership interest (the “Units”) in Oxford Residential Properties I (the “Partnership”), the subject company, at a purchase price equal to $300 per Unit, less the amount of any distributions declared or made with respect to the Units between April 18, 2008 (the “Offer Date”) and June 4, 2008 (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 18, 2008 (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 246 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 423 Units, or approximately 1.8% of the total outstanding Units. These shares were allocated among the Purchasers as follows:

SCM Special Fund, LLC: 123 Units

MP Falcon Fund, LLC: 88 Units

MPF Acquisition Co. 3, LLC: 35 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: June 11, 2008

SCM Special Fund, LLC; MPF Badger Acquisition Co., LLC; MP Falcon Fund, LLC; MPF Acquisition Co. 3, LLC; MacKenzie Patterson Special Fund 7, 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