SecProbe.io

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July 19, 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, Amendment No. 2
      Filed July 14, 2005 by Everest Properties II, LLC

Dear Mr. Davis:

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

Schedule TO-T
1. We note your response to prior comment 1 and the financial
statements provided with your amended Schedule TO.  Please revise
the
balance sheet to provide a balance sheet with footnotes in the
Schedule TO.  The balance sheet must comply with U.S. GAAP, which
requires that investments be reported at "fair value."  Fair value
is
the amount at which an investment could be exchanged in a current
transaction between willing parties, other than in a forced or
liquidation sale.  In providing valuation guidance, the AICPA
Audit
and Accounting Guide for Investment Companies explains that if
quoted
market prices in active markets are not available, fair value may
be
estimated in good faith by management in a variety of ways, with
the
objective being to determine the amount at which the investment
could
be exchanged in a current transaction between willing parties,
other
than in a forced or liquidation sale.  Valuation methodologies and
underlying assumptions used by management should be disclosed in
the
accompanying footnotes.

If you believe you cannot produce reliable information necessary
to
prepare the balance sheets without unreasonable cost or expense,
please advise us, in reasonable detail, why.  For example, tell us
how many investments the purchaser had at June 30, 2005, identify
which ones are publicly-traded in active markets and which ones
are
not, describe the reasons why management cannot reliably estimate
the
fair values of the investments not actively traded, and indicate
their relative significance to the total investment portfolio.  If
the reasons for your inability to provide the requested balance
sheet
are compelling, disclosure of certain business and operational
information about the purchaser may be acceptable in lieu of the
requested balance sheets.
Offer to Purchase
2. We reissue comment 2.  You state that the "summary is a general
discussion of the principal federal income tax consequences of a
sale
of Units pursuant to the Offer."  Because you use the terms
"general"
and "principal," it remains unclear whether you have satisfied the
disclosure requirements of Item 1004(a)(xii) of Regulation M-A.
Revise the document to disclose the federal tax consequences of
the
transaction or confirm to us that you have done so.  Revise the
introductory language in this section to avoid the implication
that
you have not disclosed all tax consequences that you are required
to
disclose.

*  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  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
July 19, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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