SecProbe.io

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June 10, 2005

By Facsimile and U.S. Mail

Christopher K. Davis
Everest Properties II, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, CA 91101

	Re:	American Republic Realty Fund I
		Schedule TO-T filed June 2, 2005
      Filed by Everest Properties II, LLC

Dear Mr. Davis:

	We have the following comments on the above-referenced
filing:

Schedule TO-T

1. You state that your financial statements are not material to
persons considering the offer because the ownership of up to 39%
of
the outstanding units "could not reasonably implicate a change of
control" and so your financial condition "would not reasonably be
material to persons not selling their units."  Your offer does not
satisfy the requirements of Instruction 2 to Item 10 of Schedule
TO.
Furthermore, as you know, the Commission has stated that
"[f]inancial
information also can be material when a bidder seeks to acquire a
significant equity stake in order to influence the management and
affairs of the target" and security holders need the information
"to
decide whether to tender in the offer or remain a continuing
security
holder in a company with a dominant or controlling security
holder."
See Note 195 of Exchange Act Release No. 42055 (October 26, 1999).
Provide us your detailed analysis regarding why the concerns
expressed in that Release are not present in this offer or revise
the
filing to satisfy the financial statement requirements of Item 10
of
Schedule TO, including dissemination of at least the summary
financial information required by Item 1010(c) of Regulation M-A.
Offer to Purchase
Summary of the Offer, page 1
2. We note your disclosure regarding the lack of reported trading
in
units of the partnership.  Disclose whether you or your affiliates
are aware of any unreported trading in the units, and if so, the
price of those trades.  In this regard, it appears that you should
disclose the price at which your affiliate purchased units since
September 13, 2004, the date of the final amendment to your last
tender offer.

Withdrawal Rights, page 5
3. You state that unit holders may withdraw tenders at any time
during the offer and, if the units are not accepted, "at any time
after July 1, 2005 (60 days following the offer date)."  Because
the
offer commenced on June 2, 2005, this statement is unclear.  If
you
intend to provide back end withdrawal rights as of July 1, then
please revise to delete the parenthetical.

Conditions of the Offer, page 6
4. Paragraph (d) conditions the offer on whether an event has
occurred that materially impairs the partnership`s "prospects."
Please revise to specify or generally describe the "prospects" to
which you refer, so that option holders will have the ability to
objectively determine whether the condition has been triggered.

Certain Information Concerning the Purchaser, page 9

5. On pages 9-10 you state that Everest Properties II, LLC
currently
owns 472 partnership units of this partnership, and your
affiliate,
Everest Management, LLC currently owns 2,300 units.  We note that
in
the final amendment to your last tender offer for units of
American
Republic Realty, filed on September 13, 2004, you disclosed that
Everest Properties II, LLC owned 472 partnership units and that
Everest Management LLC owned 663 units.  Tell us how Everest
Management increased its holdings.  In addition, we note that you
have not made any filings required by Regulation 13D-G since your
last tender offer.  Provide us a detailed analysis regarding your
compliance with Regulation 13D-G and make the required filings.
Please confirm each of the filing persons understanding that
filing a
Schedule 13D or 13G on the later date does not and cannot cure
past
violations, and the filing does not foreclose the Commission from
taking any action in the future.

Effects of the Offer, page 10
6. Revise the offer to disclose when and how you intend to
determine
whether your purchase of all the units tendered in your offer
would
be a tax termination as discussed in this section.  It appears
that
this is an additional condition of your offer and it should be
specifically disclosed in the conditions section.

Federal Income Tax Matters, page 11
7. Please eliminate the statements appearing in first sentence
that
this summary is a "general discussion of certain of the federal
income tax consequences."  Security holders are entitled to rely
on
your disclosure, and you are required to disclose all material tax
consequences of the offer.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the filing persons are in possession of all facts relating
to
the disclosure, they are responsible for the accuracy and adequacy
of
the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the filing persons acknowledging that

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,

      Abby Adams
Special Counsel
      Office of Mergers and Acquisitions
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Christopher K. Davis
June 10, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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