SC TO-T/A

                       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, LP
                            (Name of Subject Company)

MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF
 Flagship Fund 9, LLC; MP Income Fund 16, LLC; MacKenzie Patterson Special Fund
     7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield
 Institutional Investors, Ltd.; MPF Special Fund 8, LLC; MPF Acquisition Co. 3,
    LLC; MP Falcon Fund, LLC; MPF ePlanning Opportunity Fund, LP; Real Estate
          Securities Fund 1983, LP; 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
                    ----------                    ----------

                    $1,771,864                       $54.40

      * For purposes of calculating the filing fee only. Assumes the purchase of
      196,873.8 Units at a purchase price equal to $9.00 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:      $54.40
            Form or Registration Number: SC TO-T
            Filing Party: MacKenzie Patterson Fuller, LP
            Date Filed: July 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: |_|



The Schedule TO filed as of June 1, 2007, as amended, 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 2007, LLC; MPF Badger  Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF
Flagship Fund 9, LLC; MP Income Fund 16, LLC;  MacKenzie  Patterson Special Fund
7,  LLC;  MacKenzie  Patterson  Special  Fund 5,  LLC;  Accelerated  High  Yield
Institutional  Investors,  Ltd.; MPF Special Fund 8, LLC; MPF Acquisition Co. 3,
LLC; MP Falcon Fund,  LLC; MPF ePlanning  Opportunity  Fund, LP; and Real Estate
Securities  Fund 1983,  LP  (collectively  the  "Purchasers")  to purchase up to
196,873.8 Units of limited partnership interest (the "Units") in Secured Income,
LP (the "Partnership"), the subject company, at a purchase price equal to $9 per
Unit, less the amount of any distributions  declared or made with respect to the
Units  between  June 1, 2007 (the "Offer  Date") and July 26, 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 June 1,
2007 (the "Offer to Purchase") and the related Letter of Transmittal.

The Purchasers  have amended the Offer to extend the  Expiration  Date to August
17, 2007.

Item 12. Exhibits.

(a)(1) Offer to Purchase dated June 1, 2007*

(a)(2) Letter of Transmittal*

(a)(3) Form of Letter to Unit holders dated June 1, 2007*

(a)(4) Form of Letter to Unit holders dated July 6, 2007**

(a)(5) Form of Press Release**

(a)(6) Form of Letter to Unit holders dated July 27, 2007

(a)(7) Form of Press Release

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 1, 2007.

** Previously  filed and  incorporated  by reference  from the Schedule TO filed
with the SEC by the Purchasers on July 6, 2007.

                                   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 27, 2007

MPF-NY 2007, LLC; MPF Badger  Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF
Flagship Fund 9, LLC; MP Income Fund 16, LLC;  MacKenzie  Patterson Special Fund
7,  LLC;  MacKenzie  Patterson  Special  Fund 5,  LLC;  Accelerated  High  Yield
Institutional  Investors,  Ltd.; MPF Special Fund 8, LLC; MPF Acquisition Co. 3,
LLC; MP Falcon  Fund,  LLC;  MPF  ePlanning  Opportunity  Fund,  LP; Real Estate
Securities Fund 1983, LP

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



                                  EXHIBIT INDEX

Exhibit  Description
- -------  -----------

(a)(1)   Offer to Purchase dated June 1, 2007*

(a)(2)   Letter of Transmittal*

(a)(3)   Form of Letter to Unit holders dated June 1, 2007*

(a)(4)   Form of Letter to Unit holders dated July 6, 2007**

(a)(5)   Form of Press Release**

(a)(6)   Form of Letter to Unit holders dated July 27, 2007

(a)(7)   Form of Press Release

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 1, 2007.

** Previously  filed and  incorporated  by reference  from the Schedule TO filed
with the SEC by the Purchasers on July 6, 2007.

EX-99.A6

                                 Exhibit (a)(6)



July 27, 2007

TO:         UNIT HOLDERS OF SECURED INCOME, LP

SUBJECT:    EXTENDED OFFER TO PURCHASE UNITS

Dear Unit Holder:

We are extending the Offer to Purchase and related  Letters of Transmittal  sent
to you on June 1, 2007, as amended July 6, 2007 (the "Offer"), which was made by
the Purchasers  identified in the Offer. The Purchasers are offering to purchase
up to 196,873.8 Units of limited  partnership  interest (the "Units") in SECURED
INCOME, LP (the "Partnership") at the increased Offer Price of:

                                 $9.00 per Unit

The Offer will provide you with an  opportunity  to liquidate  all, or a portion
of, your investment in SECURED INCOME,  LP without the usual  transaction  costs
associated with market sales or partnership  transfer fees. Reasons you may wish
to sell your Units include:

      o     The general  partner has been trying to market the  property  for at
            least 20 months and has yet to complete the sale. We do not know why
            sellers keep backing out of the  purchase.  No buyer has stepped up,
            making it  increasingly  likely the  Partnership  will not liquidate
            this year.

      o     If you sell your Units to us, you will  receive the entire $9.00 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.  Further,
            if the  Partnership  does  not  terminate  this  year,  you may have
            further adverse tax consequences that can be avoided by selling your
            Units,  but you  should  consult  your tax  advisor  regarding  such
            consequences.

      o     Unit  holders  holding  7,027 Units have  already  tendered to date.
            Obviously, many sellers have realized that our Offer is attractive.

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 purple 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  Depositary  at
800-854-8357.  If you have already  tendered your Units, you do NOT need to send
in another  Letter of  Transmittal;  you will  automatically  receive the higher
price.

This Offer now expires (unless extended) August 17, 2007.

EX-99.A7

                                 Exhibit (a)(7)





FOR IMMEDIATE RELEASE

MacKenzie  Patterson  Fuller,  LP announces an extension of the tender offer for
Secured Income, LP

Moraga,  Calif.  (Market  Wire)--July 26, 2007-- The Purchasers  affiliated with
MacKenzie  Patterson  Fuller,  LP which are  identified  in the tender offer for
Secured  Income,  LP have  extended  the  expiration  date with respect to their
tender offer for units of limited partnership interests (the "Units") in Secured
Income, LP (the "Partnership"), through August 17, 2007.

As of the date hereof,  a total of 7,027 Units have been tendered by Unitholders
and not withdrawn. No other Units have been tendered to date.

Unitholders  should  read  the  Offer  to  Purchase  and the  related  materials
carefully because they contain important  information.  Unitholders will be able
to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to
Purchase, the Supplemental Letter to Unitholders, the Letter of Transmittal, and
other documents that the company has filed with the U.S. Securities and Exchange
Commission at the  commission's  website at  www.sec.gov.  Unitholders  also may
obtain  a  copy  of  these  documents,  without  charge,  from  our  website  at
www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357.

Contact: Christine Simpson, 800-854-8357 x.224
MacKenzie Patterson Fuller, LP
1640 School Street, Suite 100
Moraga, California 94556