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

                    CAPTEC FRANCHISE CAPITAL PARTNERS LP III
                            (Name of Subject Company)

   MPF-NY 2005, LLC; SCM SPECIAL FUND, LLC; MPF INCOME FUND 22, LLC; MP INCOME
         FUND 12, LLC; MP VALUE FUND 6, LLC; MP SPECIAL FUND 6-A, LLC;
                      AND MACKENZIE PATTERSON FULLER, INC.
                                   (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, 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

         $595,000.00                                          $70.03

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 3,400 Units at a purchase price equal to $175 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:    $70.03
         Form or Registration Number: SC TO-T
         Filing Party: MacKenzie Patterson Fuller, Inc.
         Date Filed: September 26, 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: [X]







                         FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2005, LLC; SCM SPECIAL FUND, LLC; MPF INCOME FUND 22, LLC; MP INCOME FUND
12, LLC; MP VALUE FUND 6, LLC; MP SPECIAL FUND 6-A, LLC. (collectively the
"Purchasers") to purchase up to 3,400 Units of limited partnership interest (the
"Units") in Captec Franchise Capital Partners LP III (the "Partnership"), the
subject company, at a purchase price equal to $175 per Unit, less the amount of
any distributions declared or made with respect to the Units between September
26, 2005 (the "Offer Date") and October 28, 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 September 26, 2005
(the "Offer to Purchase") and the related Letter of Transmittal.

The Offer resulted in the tender by Unit holders, and acceptance for payment by
the Purchasers, of a total of 71.2 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 554.2 Units, or approximately 2.8%
of the total outstanding Units. These Units were allocated among the Purchasers
as follows: MPF Income Fund 22, LLC, 20 Units; SCM Special Fund, LLC, 35 Units;
and MPF-NY 2005, LLC, 16.2 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:   December 1, 2005

MPF-NY 2005, LLC; SCM SPECIAL FUND, LLC; MPF INCOME FUND 22, LLC; MP INCOME
FUND 12, LLC; MP VALUE FUND 6, LLC; MP SPECIAL FUND 6-A, LLC

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

MACKENZIE PATTERSON FULLER, INC.

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