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

___________________

UNITED INVESTORS INCOME PROPERTIES

(Name of Subject Company)

MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 6, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MPF Senior Note Program II, LP; MP Acquisition Co. 3, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF Income Fund 24, LLC; MPF Flagship Fund 13, LLC; MPF DeWaay Fund 5, 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
$2,604,780	$102.37

*	For purposes of calculating the filing fee only.  Assumes the purchase of 57,884 Units at a purchase price equal to $45 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:   $102.37
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Patterson Fuller, LP
	Date Filed:  April 17, 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: [ ]

The Schedule TO filed as of April 17, 2008 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 Badger Acquisition Co., LLC; MPF DeWaay Fund 6, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MPF Senior Note Program II, LP; MP Acquisition Co. 3, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF Income Fund 24, LLC; MPF Flagship Fund 13, LLC; MPF DeWaay Fund 5, LLC (collectively the “Purchasers”) to purchase all Units of limited partnership interest (the “Units”) in United Investors Income Properties (the “Partnership”), the subject company, not already held by purchasers and their affiliates at a purchase price equal to $45 per Unit, less the amount of any distributions declared or made with respect to the Units between April 17, 2008 (the “Offer Date”) and the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 17, 2008 (the “Offer to Purchase”) and the related Letter of Transmittal.

The expiration date has been extended through June 3, 2008.

As of the date hereof, a total of 644 Units of the Partnership have been tendered by securities holders and not withdrawn.  No other Units have been tendered to date.

Item 12.                      Exhibits.

(a)(1)	Offer to Purchase dated April 17, 2008*
(a)(2)	Letter of Transmittal*
(a)(3)	Form of Letter to Unit holders dated April 17, 2008*
(a)(4)	Form of Supplemental Letter to Unitholders dated May 19, 2008
(a)(5)	Form of Press Release

* Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on April 17, 2008.

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:                      May 19, 2008

MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 6, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MPF Senior Note Program II, LP; MP Acquisition Co. 3, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF Income Fund 24, LLC; MPF Flagship Fund 13, LLC; MPF DeWaay Fund 5, 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

    EXHIBIT INDEX

Exhibit	Description
(a)(1)	Offer to Purchase dated April 17, 2008*
(a)(2)	Letter of Transmittal*
(a)(3)	Form of Letter to Unit holders dated April 17, 2008*
(a)(4)	Form of Supplemental Letter to Unitholders dated May 19, 2008
(a)(5)	Form of Press Release

EX-99

May 19, 2008

RE: Get cash now from your United Investors Income Properties investment.

Dear Investor,

Good news!  We have extended our Offer to June 3, 2008!  Now you can sell your United Investors Income Properties investment and regain control of your money.  Right now, MPF will pay you $45 per unit - that’s the highest price we’ve ever offered for this security after taking into account sales and refinancing distributions. Move the money into a more liquid investment, pay off bills, or treat yourself to a vacation. It’s your money. Use it any way you want. Butthis offer expires on June 3, 2008, so you must act soon.  So far, a total of 644 Units of the Partnership have been tendered by securities holders and not withdrawn.  No other Units have been tendered to date.

Why take advantage of this opportunity today?

·   The Contract to sell the Defoors Crossing Apartments has been terminated!  The Partnership announced that the buyer of the Defoors Crossing Apartments terminated the sales contract in May 2008.  Thus, no sales distribution will likely be forthcoming, and the Partnership can continue until 2018!

·   Guarantee your cash now. United Investors Income Properties LP’s term lasts until 2018 and has never said if the company will liquidate earlier. Sell today and ensure you get your money out from this security.

·   Regain control over your investments. It’s your money, but you can’t access it. Now you can move your money into a more liquid investment or simply cash out and treat yourself to a new toy.

·   Sell without broker fees or commissions. Most secondary limited partnership unit sales incur fees and commissions of up to 7% of the sale price and are subject to a $150 - $200 minimum fee per trade. With us, these fees and commissions are eliminated. We pay the transfer fee!

·   Eliminate the long and uncertain waiting period. Private and non-traded securities like United Investors Income Properties can be very difficult to sell. It can take weeks or months to find an interested buyer and United Investors Income Properties does not terminate until 2018. But now you can sell your units and get your money today.

·   Remove retirement account fees. Many IRAs charge additional fees for holding this type of asset. We can send your cash directly to your retirement account so you can consolidate your accounts or transfer the funds to an account that charges lower fees.

·   Cut the time and expense of IRS documents. If you sell your shares now, this could be the last year you will have to file those complicated and expensive K-1s with your tax returns.

If you act today, you can get your cash now and may drastically reduce your end-of-year, tax-related expenses and headaches. We will mail your check within three business days after United Investors Income Properties LP confirms the transfer.

MPF has been in the business of buying private real estate investments for over 25 years and has successfully cashed-out tens of thousands of investors like you. We are a registered investment adviser with the SEC and have over $200 million dollars under management. There are no financing contingencies with this offer.

Please carefully read the enclosed Offer to Purchase and Letter of Transmittal. If you choose to sell your Units to us, please fill out the enclosed form and return it to us today so we can send you your money. If you have any questions, please call us at (925) 631-9100, fax us at (925) 631-9119, or email us at offers@mpfi.com.

Sincerely,

Pat Patterson

Pat Patterson

President, MacKenzie Patterson Fuller, LP

P.S. Remember, this extended offer expires June, 2008. So don’t delay. Fill out and mail in the United Investors Income Properties Letter of Transmittal today so we can rush you a check.

EX-99

FOR IMMEDIATE RELEASE

MacKenzie Patterson Fuller, LP announces extension of tender offer for UNITED INVESTORS INCOME PROPERTIES, L.P..

Moraga, Calif. (Market Wire)—May 19, 2008--MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 6, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MPF Senior Note Program II, LP; MP Acquisition Co. 3, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF Income Fund 24, LLC; MPF Flagship Fund 13, LLC; MPF DeWaay Fund 5, LLC

; and MacKenzie Patterson Fuller, LP (the “Purchasers”) have extended the expiration date of their tender offer for Units of limited partnership interest (the “Units”)  in UNITED INVESTORS INCOME PROPERTIES, L.P. (the “Partnership”).  The expiration date has been extended through June 3, 2008.

As of the date hereof, a total of 644 Units of the Partnership have been tendered by securities holders and not withdrawn.  No other Units have been tendered to date.

For further information, contact Christine Simpson at the below telephone number.

MacKenzie Patterson Fuller, LP

1640 School Street, Suite 100

Moraga, California 94556

Telephone: 925-631-9100