unitedinvestorsamd1.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

Amendment No. 1

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

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