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

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

                              SECURED INCOME, L.P.
                            (Name of Subject Company)

MPF DEWAAY FUND 2, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC;
    MPF DEWAAY FUND 4, LLC; MP VALUE FUND 5, LLC; MPF FLAGSHIP FUND 11, LLC;
 MACKENZIE PATTERSON SPECIAL FUND 5, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
  FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS LTD., L.P.;
  MACKENZIE SPECIFIED INCOME FUND, L.P.; MPF FLAGSHIP FUND 9, LLC; MPF SPECIAL
  FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF-NY 2005, LLC;
               STEVEN GOLD; AND MACKENZIE PATTERSON FULLER, INC.
                                    (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, Inc.               MacKenzie Patterson Fuller, Inc.
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
                  ----------                       ----------

                $2,890,000.00                       $340.15

*     For purposes of calculating the filing fee only. Assumes the purchase of
      85,000 Units at a purchase price equal to $34 per Unit in cash.

|_|   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: $340.15
      Form or Registration Number: SC TO-T
      Filing Party: MacKenzie Patterson Fuller, Inc.
      Date Filed: August 22, 2005



|_|   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 DEWAAY FUND 2, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC;
MPF  DEWAAY  FUND 4, LLC;  MP VALUE  FUND 5, LLC;  MPF  FLAGSHIP  FUND 11,  LLC;
MACKENZIE  PATTERSON SPECIAL FUND 5, LLC;  ACCELERATED HIGH YIELD  INSTITUTIONAL
FUND, LTD., L.P.;  ACCELERATED  HIGH YIELD  INSTITUTIONAL  INVESTORS LTD., L.P.;
MACKENZIE  SPECIFIED  INCOME FUND,  L.P.;  MPF FLAGSHIP FUND 9, LLC; MPF SPECIAL
FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF-NY 2005, LLC; AND
STEVEN GOLD  (collectively  the  "Purchasers") to purchase up to 85,000 Units of
limited  partnership  interest  (the  "Units")  in  Secured  Income,  L.P.  (the
"Partnership"),  the subject company, at a purchase price equal to $34 per Unit,
less the amount of any distributions  declared or made with respect to the Units
between  August 22,  2005 (the  "Offer  Date") and October 5, 2005 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 August
22, 2005 (the "Offer to Purchase") and the related Letter of Transmittal.

The Offer  terminated  October 5, 2005. The Offer resulted in the tender by Unit
holders,  and  acceptance  for payment by the  Purchasers,  of a total of 24,910
Units.  Upon  completion  of the Offer,  the  Purchasers  held an  aggregate  of
approximately  126,302 Units, or  approximately  12.8% of the total  outstanding
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: October 12, 2005

MPF DEWAAY FUND 2, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC;
MPF  DEWAAY  FUND 4, LLC;  MP VALUE  FUND 5, LLC;  MPF  FLAGSHIP  FUND 11,  LLC;
MACKENZIE  PATTERSON SPECIAL FUND 5, LLC;  ACCELERATED HIGH YIELD  INSTITUTIONAL
FUND, LTD., L.P.;  ACCELERATED  HIGH YIELD  INSTITUTIONAL  INVESTORS LTD., L.P.;
MACKENZIE  SPECIFIED  INCOME FUND,  L.P.;  MPF FLAGSHIP FUND 9, LLC; MPF SPECIAL
FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF-NY 2005, LLC


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

MACKENZIE PATTERSON FULLER, INC.


By: /s/ Chip Patterson
    ------------------------
    Chip Patterson, Senior Vice President

STEVEN GOLD


/s/ Steven Gold