SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  SCHEDULE TO/A

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 3)
                                (Final Amendment)


                               SECURED INCOME L.P.
- --------------------------------------------------------------------------------
                       (Name of Subject Company (Issuer))

              AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. - OFFEROR
                     AIMCO/BETHESDA HOLDINGS, INC. - OFFEROR
                        AIMCO PROPERTIES, L.P. - OFFEROR
              APARTMENT INVESTMENT AND MANAGEMENT COMPANY - OFFEROR
                            AIMCO-GP, INC. - OFFEROR
- --------------------------------------------------------------------------------
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)

                            LIMITED PARTNERSHIP UNITS
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    813901105
- --------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                                 Martha L. Long
                              Senior Vice President
                   Apartment Investment and Management Company
                                55 Beattie Place
                        Greenville, South Carolina 29601
                                 (864) 239-1000
- --------------------------------------------------------------------------------
                  (Name Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)


                                   Copies to:
                                Gregory M. Chait
                                  M. Todd Wade
                     Powell, Goldstein, Frazer & Murphy LLP
                     191 Peachtree Street, N.E., Suite 1600
                             Atlanta, Georgia 30303
                                 (404) 572-6600

                            CALCULATION OF FILING FEE



Transaction Valuation*                  Amount of Filing Fee**
- -------------------------------         ----------------------------------------
                                     
$19,148,056.50                          $2,426.06



*    For purposes of calculating the fee only.
**   Previously paid.

[ ]  Check the 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:                     Filing Party:
                            --------------                    ------------------






     Form or Registration No.:                   Date Filed:
                              ------------------            --------------------

[ ]  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.   [ ] going-private transaction subject to Rule 13e-3.

     [ ] issuer tender offer subject to Rule 13e-4.        [ ] 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]





                             TENDER OFFER STATEMENT


         This is the final amendment to the Tender Offer Statement on Schedule
TO filed by AIMCO/Bethesda Holdings Acquisitions, Inc. ("AIMCO/Bethesda"), a
Delaware corporation, in connection with its tender offer to purchase units of
limited partnership interest of Secured Income L.P., a Delaware limited
partnership, at a price of $23.30 per unit in cash, subject to the conditions
set forth in the Offer to Purchase, dated September 1, 2004 (the "Offer to
Purchase"), and in the related Letter of Transmittal and Acknowledgment and
Agreement, which, as amended and supplemented from time to time, together
constitute the tender offer.

         At midnight, New York City time, on September 29, 2004, the offer
expired pursuant to its terms. A total of 71,301 units, representing
approximately 7.24% of the outstanding units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO/Bethesda has accepted for payment all of
such units at a price of $23.30 per unit.







                                    SIGNATURE

         After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.

Dated: October 4, 2004


                                   AIMCO PROPERTIES, L.P.


                                   By: AIMCO-GP, INC.
                                       -----------------------------------------
                                       (General Partner)

                                   AIMCO-GP, INC.

                                   APARTMENT INVESTMENT AND
                                   MANAGEMENT COMPANY

                                   AIMCO/BETHESDA HOLDINGS
                                   ACQUISITIONS, INC.

                                   AIMCO/BETHESDA HOLDINGS, INC.


                                   By: /s/ Martha L. Long
                                       -----------------------------------------
                                       Senior Vice President
                                       of each of the foregoing entities