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

                       INLAND MONTHLY INCOME FUND II, L.P.
                            (Name of Subject Company)

    MPF-NY 2005, LLC; MPF ACQUISITION CO. 3, LLC; MACKENZIE PATTERSON SPECIAL
 FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10,
   LLC; MPF DEWAAY PREMIER FUND 2, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
 INVESTORS, LTD., L.P.; MPF DEWAAY PREMIER FUND, LLC; MPF FLAGSHIP FUND 9, LLC;
              MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON
                                    (Bidders)
                            LIMITED PARTNERSHIP UNITS
                         (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

       $1,980,000.00                                            $233.05

 *    For purposes of calculating the filing fee only.  Assumes the purchase of
      12,000 Units at a purchase price equal to $165 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:            233.05
         Form or Registration Number:       SC TO-T
         Filing Party:                      MacKenzie Patterson Fuller, Inc.
         Date Filed:                        August 2, 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: [ ]





The Schedule TO filed as of August 2, 2005 and amended August 30, 2005, 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 2005, LLC; MPF ACQUISITION CO. 3, LLC; MACKENZIE PATTERSON SPECIAL FUND
5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC;
MPF DEWAAY PREMIER FUND 2, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS,
LTD., L.P.; MPF DEWAAY PREMIER FUND, LLC; and MPF FLAGSHIP FUND 9, LLC
(collectively the "Purchasers") to purchase up to 12,000 limited partnership
units (the "Units") in Inland Monthly Income Fund II, L.P. (the "Partnership"),
the subject company, at a purchase price equal to $165 per Unit, less the amount
of any distributions declared or made with respect to the Units between August
2, 2005 (the "Offer Date") and September 16, 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 2, 2005 (the
"Offer to Purchase") and the related Letter of Transmittal.

If our offer is fully subscribed, we would not have a controlling voting
interest because in limited partnerships a majority of all units outstanding is
required for a successful vote, as opposed to a majority of units voting as is
the case in some corporations. Unitholders are referred to the Schedule 14D-9
filed by the Partnership on August 12, 2005, the Form 8-K filed on August 29,
2005, and the Form 8-K filed on September 8, 2005. The Partnership disclosed
that it estimates the final liquidating distribution to be $250 per unit, which
is $85 higher than our offer. It sold the property in LaGrange, Illinois and its
remaining property. It expects to liquidate in December 2005.

                                   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:   September 13, 2005

MPF-NY 2005, LLC; MPF ACQUISITION CO. 3, LLC;  MACKENZIE  PATTERSON SPECIAL
FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 8, LLC; MPF  FLAGSHIP  FUND 10,
LLC;  MPF DEWAAY  PREMIER  FUND 2, LLC;  ACCELERATED  HIGH  YIELD  INSTITUTIONAL
INVESTORS, LTD., L.P.; MPF DEWAAY PREMIER FUND, LLC; MPF FLAGSHIP FUND 9, LLC

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

MACKENZIE PATTERSON FULLER, INC.

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

C.E. PATTERSON

/s/ C.E. Patterson
- ---------------------------------------

COVER

September 13, 2005

Daniel Duchovny
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

Re: Inland Monthly Income Fund II, L.P., Schedule TO-T filed August 2, 2005
by MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers
SEC File No. 5-80895

Dear Mr. Duchovny:

Thank you for your letter dated September 7, 2005 regarding our recent Schedule
TO-T. I will respond to the questions you asked in your letter in the order in
which you posed them.

1.       We have filed an amendment to the Schedule. The Partnership mailed the
         Schedule 14D-9 to every limited partner, so repeated dissemination of
         this material would not be helpful. In terms of extending the offer,
         there has not been a material change in the terms of the offer, so no
         extension is necessary. We have also included the information on the
         8-Ks.

2.       We have made this change.

Closing paragraphs: While acknowledging the Staff's positions, and without
implying any specific issue with such position, we respectfully decline to make
the statements requested. There is no requirement that we do so. To the extent
the requested statements are accurate statements of applicable law, there is no
reason to obtain from bidders a recitation of such law. To the extent the
statements go beyond applicable law or reflect interpretations of law that may
be open to dispute, it would not be fair or appropriate to require bidders to
make statements that might prejudice their right to take a contrary position at
some later time, if the occasion arose.

Please let me know if you have any questions or further comments.

Very Truly Yours,
/s/ Chip Patterson
Chip Patterson
Vice President and General Counsel
(925) 631-9100 ext. 206
(925) 871-4046 (Fax)
chip@mpfi.com