SC TO-T/A

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

                               SECURED INCOME, LP
                            (Name of Subject Company)

   MPF-NY 2006, LLC; MPF Badger Acquisition Co., LLC; Steven Gold; MPF DeWaay
    Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9, LLC;
  MacKenzie Patterson Special Fund 7, LLC; MacKenzie Patterson Special Fund 5,
 LLC; Accelerated High Yield Institutional Investors, Ltd.; MPF Special Fund 8,
 LLC; MP Value Fund 6, LLC; MPF Acquisition Co. 3, LLC; MP Falcon Fund, LLC; MP
 Falcon Growth Fund 2, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MPF
           Flagship Fund 11, 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

         $2,460,925                                             $263.32

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 492,185 Units at a purchase price equal to $5 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:  $263.32
         Form or Registration Number: SC TO-T
         Filing Party: MacKenzie Patterson Fuller, LP
         Date Filed: January 12, 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: [ ]





The Schedule TO filed as of January 12, 2007 by the above-named bidders is
hereby amended as set forth below. Items not amended remain unchanged, and
capitalized terms are used as defined in the original Schedule.

                                  TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2006, LLC; MPF Badger Acquisition Co., LLC; Steven Gold; MPF DeWaay
Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9, LLC;
MacKenzie Patterson Special Fund 7, LLC; MacKenzie Patterson Special Fund 5,
LLC; Accelerated High Yield Institutional Investors, Ltd.; MPF Special Fund 8,
LLC; MP Value Fund 6, LLC; MPF Acquisition Co. 3, LLC; MP Falcon Fund, LLC; MP
Falcon Growth Fund 2, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; and
MPF Flagship Fund 11, LLC (collectively the "Purchasers") to purchase up to
492,185 Units of limited partnership interest (the "Units") in Secured Income,
LP (the "Partnership"), the subject company, at a purchase price equal to $5 per
Unit, less the amount of any distributions declared or made with respect to the
Units between January 12, 2007 (the "Offer Date") and February 15, 2007 or such
other date to which this Offer may be extended (the "Expiration Date"), upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
January 12, 2006 (the "Offer to Purchase") and the related Letter of
Transmittal.

Throughout the offer, there are references to January 12, 2006 as the Offer
Date. The Offer Date is correctly January 12, 2007. All such references are
hereby replaced with the correct date.


Item 12. Exhibits.

(a)(1) Offer to Purchase dated January 12, 2007*

(a)(2) Letter of Transmittal*

(a)(3) Form of Letter to Unit holders dated January 12, 2007*

(a)(4) Form of Supplemental Letter to Unit holders dated January 18, 2007

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on January 12, 2007, as amended hereby.


                                   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:   January 18, 2007

MPF-NY 2006, LLC; MPF Badger Acquisition Co., LLC; MPF DeWaay Premier Fund 2,
LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9, LLC; MacKenzie Patterson
Special Fund 7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High
Yield Institutional Investors, Ltd.; MPF Special Fund 8, LLC; MP Value Fund 6,
LLC; MPF Acquisition Co. 3, LLC; MP Falcon Fund, LLC; MP Falcon Growth Fund 2,
LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; and MPF Flagship Fund 11,
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

STEVEN GOLD

/s/ Steven Gold
- -----------------------------------








                                  EXHIBIT INDEX


Exhibit      Description

(a)(1)       Offer to Purchase dated January 12, 2007*

(a)(2)       Letter of Transmittal*

(a)(3)       Form of Letter to Unit holders dated January 12, 2007*

(a)(4)       Form of Supplemental Letter to Unit holders dated January 18, 2007

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on January 12, 2007, as amended hereby.

EX-99

                                 Exhibit (a)(4)






January 18, 2007


TO:                  UNIT HOLDERS OF SECURED INCOME, LP

SUBJECT:             CORRECTED OFFER TO PURCHASE UNITS
                     ---------

Dear Unit Holder:

You received an offer from us last week offering to purchase up to 492,185 Units
of limited partnership interest (the "Units") in SECURED INCOME, LP (the
"Partnership") at a purchase price equal to:

                                   $5 per Unit
                                   -----------

You may have noticed that we inadvertently dated the Offer January 12, 2006
instead of January 12, 2007. We regret this mistake, and we are mailing you this
letter to clarify that the Offer is indeed new this year. We have enclosed a
Letter of Transmittal with the correct date, although if you already mailed in
the Letter of Transmittal with the incorrect date, you do not have to mail in
the new one (although you may). We apologize for the oversight.

Again, you may wish to sell your Units to us for the following reasons:

     o    The contract for the sale of the Fieldpointe Apartments was terminated
          (AGAIN),  and the general partner is currently  trying to remarket the
          property.  This may take quite some time. The general partner has been
          trying to market  the  property  for at least 16 months and has yet to
          complete the sale.  We do not know why sellers keep backing out of the
          purchase.

     o    If you sell your Units to us, you will receive the entire $5 per Unit,
          less any  distributions  (and none is expected).  Limited partners who
          were not  residents of New York had  approximately  $4 per Unit of the
          recent distribution withheld for New York state taxes. If and when the
          Fieldpoint  property  sells,  the  Partnership  will  be  required  to
          withhold taxes from non-residents of Maryland, reducing the net amount
          of any potential distribution. Thus, selling to us eliminates the need
          for you to file a Maryland  tax return for 2007 if the sole reason you
          would is because of your investment in the Partnership.

     o    The relative  illiquidity of the Units resulting from the absence of a
          formal trading market makes the Units difficult to sell.

     o    If you sell your Units to us this year,  the 2007 tax year will be the
          final  year  for  which  you will be  obligated  to file a K-1 for the
          Partnership  with your tax  return  and for  which you incur  fees for
          having this investment in your IRA or retirement account.

After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on pink paper) and change of address forms, your certificate (this is REQUIRED
FOR TRANSFER), and any other documents required by the Letter of Transmittal, to
the Depositary for the Offer at:

                         MacKenzie Patterson Fuller, LP
                               1640 School Street
                            Moraga, California 94556
                            Facsimile: (925) 631-9119

If you have any questions or need assistance, please call the Depository at
800-854-8357.

This Offer expires (unless extended) February 15, 2007.