SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.

(Name of Subject Company)

DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.

(Name of Person(s) Filing Statement)

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	ITEM 4. THE SOLICITATION OR RECOMMENDATION.
	ITEM 9. EXHIBITS.
SIGNATURE
Letter to Unit Holder of the Partnership

SCHEDULE 14D-9

     Davidson Diversified Real Estate II, L.P. hereby amends and supplements its Solicitation/ Recommendation Statement on Schedule 14D-9 (the “Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2008, with respect to a tender offer by MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; Steven Gold; MP Value Fund 7, LLC; MPF DeWaay Fund 6, LLC; and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”), to purchase up to 138 units of limited partnership interest (the “Units”) in Davidson Diversified Real Estate II, L.P., at a price of $8,400 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between June 12, 2008 and July 16, 2008 or such other date to which the offer may be extended by the Offerors. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of June 12, 2008 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the SEC on June 12, 2008, and amended on July 1, 2008.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of July 1, 2008, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 9. EXHIBITS.

(a)(1)	Letter to Unit Holders of the Partnership, dated as of June 24, 2008.*
(a)(2)	Letter to Unit Holder of the Partnership, dated July 1, 2008.
(e)	Not applicable.
(g)	Not applicable.

^* Previously filed

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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.

DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
By:	DAVIDSON DIVERSIFIED PROPERTIES, INC., its Managing General Partner
	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
	Dated: July 1, 2008

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EX-99.(A)(2)

Exhibit (a)(2)

DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
c/o Davidson Diversified Properties, Inc.
55 Beattie Place, Post Office Box 1089
Greenville, South Carolina 29602

July 1, 2008

Dear Limited Partner:

     As you may be aware by now, MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; Steven Gold; MP Value Fund 7, LLC; MPF DeWaay Fund 6, LLC; and MacKenzie Patterson Fuller, LP (collectively, the “MPF Group”) initiated an unsolicited tender offer to buy up to 138 units of limited partnership interests (the “Units”) in Davidson Diversified Real Estate II, L.P. (the “Partnership”). The managing general partner of the Partnership, Davidson Diversified Properties, Inc. (the “Managing General Partner”), first became aware of the offer by the MPF Group on June 12, 2008 and sent a response letter to all limited partners on June 24, 2008 regarding the MPF Group’s offer. The purpose of this letter is to clarify the reasons for the Managing General Partner’s decision to remain neutral with respect to the MPF Group’s offer.

     The Partnership, through its Managing General Partner, is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject this offer or to state that the Partnership is remaining neutral with respect to such offer. The Units are not traded on an exchange or other reporting system, and although the Units trade from time to time, the Managing General Partner is of the opinion that secondary market sales information is not a reliable measure of value in this instance because of the limited number of reported trades. In addition, the Partnership has not undertaken any valuation analysis regarding the sale of the Units. Therefore, the Managing General Partner is remaining neutral and does not express any opinion with respect to the MPF Group’s offer, because the Managing General Partner does not have a reliable indicator of the fair value of the Units.

     However, we call your attention to the following considerations, none of which were a factor in the Managing General Partner’s neutral position, but which may be relevant to your decision as to the MPF offer:

• The MPF Group offer price is $8,400.00 per Unit, which will be reduced by the amount of any distributions declared on or between June 12, 2008 and July 16, 2008, or such other date to which the MPF Group offer may be extended.

• The MPF Group offer is for 138 Units, or approximately 11% of the total outstanding Units. The MPF Group offer states that the MPF Group and its affiliates own 37.5 Units, or 3.06% of the total outstanding Units. According to our records, the MPF Group and certain entities the Managing General Partner believes are affiliates of the MPF Group, directly and indirectly own or control an aggregate of 36.75 Units, or approximately 3.00% of the total outstanding Units. The MPF Group may be affiliated with other limited partners of the Partnership whose Units are included in its statement of ownership. Any acquisition of Units by the MPF Group as a result of the MPF Group’s offer may affect the outcome of Partnership decisions, in that the purchases may concentrate ownership of Units. Affected decisions may include any decision in which limited partners unaffiliated with the Managing General Partner are given an opportunity to consent or object.

• While the MPF Group is offering $8,400.00 per Unit, its offer to purchase estimates the liquidated value of the Partnership is to be approximately $9,560.00 per Unit.

• AIMCO Properties, L.P. (together with its affiliates, “AIMCO Properties”), which holds 706 Units, or approximately 57.67% of the 1,224.25 total outstanding Units as of June 13, 2008, does not intend to tender any of its Units in the MPF Group offer.

• The MPF Group offer states that you will have the right to withdraw Units tendered in the offer at any time until the expiration of the offer on July 16, 2008, or until such other date to which the MPF Group offer may be extended. If your Units have not been accepted for payment by August 11, 2008, you can withdraw them at any time after such time until your Units are accepted for payment.

• If more than 138 Units are tendered and not withdrawn, the MPF Group will accept for payment and pay for 138 Units on a pro rata basis. Therefore, an investor who tenders all of its Units might not fully dispose of its investment in the Partnership. The MPF Group offer allows you the option to sell “All or None” of your Units. If you elect the “All or None” option and more than 138 Units are tendered, your tender will be deemed to have been automatically withdrawn, and the MPF Group will not purchase your Units.

• The Partnership’s investment properties consist of three apartment complexes: Big Walnut Apartments, a 251-unit complex located in Columbus, Ohio; The Trails Apartments, a 248-unit complex located in Nashville, Tennessee; and Reflections Apartments, a 582-unit complex located in Indianapolis, Indiana. On May 22, 2008, as previously disclosed, the Partnership entered into a Purchase and Sale Contract with Ardizzone Enterprises, Inc. to sell the Reflections property for $80,750,000. This transaction is currently scheduled to close on June 25, 2008, subject to certain extension rights held by both the Partnership and Ardizzone Enterprises. In addition, the Managing General Partner is considering the sale of both the Trails and Big Walnut properties, although neither property is currently listed or being marketed for sale. No assurances can be given regarding the timing or amount of any sale or related distribution, if at all.

• In connection with the refinancing of the mortgage indebtedness encumbering the Trails Apartments in May 2006, the lender obtained an appraisal of that property. In its appraisal report, dated March 15, 2006, the appraiser concluded that the market value of the Trails Apartments was $13,500,000 as of March 10, 2006.

• In connection with the refinancing of the mortgage indebtedness encumbering Big Walnut Apartments in September 2007, the lender obtained an appraisal of that property. In its appraisal report, dated August 22, 2007, the appraiser concluded that the market value of Big Walnut Apartments was $8,230,000 as of August 17, 2007.

• Pursuant to the partnership agreement, the term of the Partnership is scheduled to expire on December 31, 2008. Accordingly, prior to this date the Partnership will need to either sell the investment properties or extend the term of the Partnership.

• We purchased 49.5 Units in 2007 at a purchase price of $7,468.42, and there have been no other purchases since January 1, 2005.

• Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum), which, along with The American Partnership Board, are the only two independent, third-party sources from

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which we currently have information regarding secondary market sales. The American Partnership Board has reported no sales during the years ended December 31, 2005, 2006 and 2007, or during 2008 (through April 30). The gross sales prices reported by Direct Investments Spectrum does not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by Direct Investment Spectrum is accurate or complete. Other sources, such as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum.

• Set forth below are the high and low sales prices of Units for the year ended December 31, 2005 and 2007, as reported by Direct Investments Spectrum. There have been no sales reported by the Direct Investments Spectrum during the year ended December 31, 2006 or during 2008 (through March 31):

	HIGH		LOW
Year Ended December 31, 2005:	$	4,300	$	4,300
Year Ended December 31, 2007:	$	9,000	$	9,000

     The Managing General Partner urges each investor to carefully consider the foregoing information before tendering his or her Units to MPF Group.

     Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the holder of Units may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their Units in the Partnership will have tax consequences that could be adverse.

     Please consult with your tax advisor about the impact of a sale on your own particular situation and the effect of any negative capital accounts.

     If you would like to discuss your Partnership’s performance in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at Post Office Box 2347, Greenville, South Carolina 29602. Please be advised that the information contained in this letter reflects the extent of our advice with respect to this offer.

Sincerely,

Davidson Diversified Properties, Inc.
Managing General Partner  

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CORRESP

One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424

404-881-7000
Fax:404-881-7777
www.alston.com

Paul J. Nozick Direct Dial: 404-881-7451 E-mail: paul.nozick@alston.com

July 1, 2008

Via: EDGAR AND UPS Next Day Air

Ms. Peggy Kim
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Mergers and Acquisitions
450 Fifth Street, N.W.
Washington, D.C. 20549-3628

Re: Davidson Diversified Real Estate II, L.P.
Schedule 14D-9 — filed June 24, 2008
File No. 005-51693

Dear Ms. Kim:

     This letter sets forth the response of Davidson Diversified Real Estate II, L.P. (the “Partnership”) to the comment of the Staff on the above-referenced Schedule 14D-9 and the Letter to Unit Holders contained in Exhibit (a)(1) thereto as set forth in your letter dated June 26, 2008, to Martha L. Long, Senior Vice President of the Partnership, and our telephone conversations on June 27 and June 30, 2008. Contemporaneously herewith, the Partnership is filing via EDGAR “Amendment No. 1, and revised Exhibit (a)(1), to the above-referenced Schedule 14D-9 in response to the Staff’s comments. In addition, the Partnership is mailing copies of both Amendment No. 1 and the revised letter to Unit Holders to each of the limited partners.

     References in this letter to the “Amendment No. 1” refer to Amendment No. 1 to Schedule 14D-9, and references in this letter to the “Recommendation Letter” refer to the restated Letter to Unit Holders contained in Exhibit (a)(2) to Amendment No. 1. For your convenience, copies of the Amendment No. 1 and marked copies of the Recommendation Letter are being delivered via facsimile and overnight delivery. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 14D-9, as amended, and the Recommendation Letter, as restated. The following response has been provided by the Partnership.

Item 4. The Solicitation or Recommendation

Comment

     1. We note that you refer to a variety of considerations in connection with your evaluation of the offer. Item 4 of Schedule 14D-9 and the corresponding Item 1012(b) of Regulation M-A, however, require that the actual reasons be stated to explain the managing general partner’s position. Please revise this section to clarify which of the factors are in fact reasons in support of the managing general partner’s decision to express no opinion and remain neutral about the tender offer.

Response

     Please note the requested disclosure has been made to the second paragraph of the Recommendation Letter and the lead-in to bullet points to clarify that the Managing General Partner’s neutral position is based solely on the lack of a reliable indicator of the fair value of the Units.

     You have also requested a written acknowledgement from our client regarding certain matters. Please see Attachment 1 hereto for such acknowledgements by the Partnership.

     If you have any questions or comments about Amendment No. 1, or the Partnership, please call the undersigned at (404) 881-7451 at your convenience.

Very truly yours,

/s/ Paul J. Nozick
Paul J. Nozick

PJN:ll

cc: Derek McCandless, Esq. — Apartment Investment and Management Company
Martha L. Long — Apartment Investment and Management Company

Attachment 1 to
Response to SEC Comment Letter
Dated July 1, 2008

Davidson Diversified Real Estate II, L.P. (the “Partnership”) acknowledges that:

• the Partnership is responsible for the adequacy and accuracy of the disclosure contained in its filings with the Securities and Exchange Commission (the “Commission”);

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the Partnership may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Davidson Diversified Real Estate II, L.P.
By:	Davidson Diversified Properties, Inc. its Managing General Partner
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

Dated July 1, 2008