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

                        LIBERTY TAX CREDIT PLUS II, L.P.
                            (Name of Subject Company)

 SCM SPECIAL FUND, LLC; MPF-NY 2006, LLC; MPF FLAGSHIP FUND 10, LLC; MPF SENIOR
              NOTE PROGRAM I, LP; MPF DEWAAY PREMIER FUND 3, 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

         $1,622,880                                             $173.65

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 23,184 Units at a purchase price equal to $70 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:    $173.65
         Form or Registration Number: SC TO-T
         Filing Party: MacKenzie Patterson Fuller, LP
         Date Filed: August 24, 2006

[ ] 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
SCM Special Fund, LLC; MPF-NY 2006, LLC; MPF Flagship Fund 10, LLC; MPF Senior
Note Program I, LP; MPF DeWaay Premier Fund 3, LLC; and MacKenzie Patterson
Fuller, LP (collectively the "Purchasers") to purchase 23,184 Units of limited
partnership interest (the "Units") in Liberty Tax Credit Plus II, L.P (the
"Partnership"), the subject company, at a purchase price equal to $70 per Unit,
less the amount of any distributions declared or made with respect to the Units
between August 24, 2006 (the "Offer Date") and October 2, 2006 (the "Expiration
Date"), upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 24, 2006 (the "Offer to Purchase") and the related Letter
of Transmittal.

The Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 5,180 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 9,348.93 Units, or approximately
8.1% of all outstanding Units. These shares were allocated among the Purchasers
as follows:

MPF-NY 2006, LLC - 518 Units; SCM Special Fund, LLC - 2,590 Units; MPF Flagship
Fund 10, LLC - 1,000 Units; MPF Senior Note Program I, LP - 1,072 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:   November 7, 2006

SCM Special Fund, LLC; MPF-NY 2006, LLC; MPF Flagship Fund 10, LLC; MPF Senior
Note Program I, LP; MPF DeWaay Premier Fund 3, LLC; and MacKenzie Patterson
Fuller, L.P.

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