SecProbe.io

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March 21, 2005

Mara L. Ransom
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  Secured  Income L.P.,  Schedule  TO-T filed March 7, 2005 by MacKenzie
Patterson Fuller, Inc. and its affiliates, the Purchasers SEC File No. 5-54251

Dear Ms. Ransom:

Thank you for your letter dated March 15, 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.       No subsequent offering period will be provided.

2.       The reservations of right to delay payment to which you refer are
         prefaced by the phrase "upon the occurrence or failure to occur of any
         of the conditions specified in Section 13." Thus, we only reserve this
         right if the conditions in Section 13 are satisfied. Otherwise, you are
         correct that we must make payment promptly following the expiration of
         the offer.

3.       Financial statements of the purchasers would not add material
         disclosure to the available information. As disclosed, the offer will
         be funded through the existing  capital  of the  purchasers.  As stated
         in the  offer  materials,  the purchasers have aggregate capital which
         is more than adequate to fund the offer. The specific facts and
         circumstances of this offer should be understood.  Absent a tender
         offer filed under Section 14(d)(1) of the Securities  Exchange Act, the
         purchasers  would  have  little  or no access to the  security  holders
         and the holders would have little or no access to potential purchasers.
         Because of the lack of liquidity of the securities,  the uncertainty as
         to the underlying value of the securities and the issuer's assets,  and
         the extraordinary per unit costs of using a tender offer as the means
         for  purchasing the  securities,  the offer prices are  substantially
         discounted from the estimates of liquidation value of the issuers. It
         is therefore  anticipated that only those securities holders who have
         an immediate need for liquidity will seek to sell their  securities.
         Based on the  extensive  past  experience of both the  purchasers  and
         others who have tendered for illiquid securities in similar
         circumstances, the purchasers do not reasonably expect to receive more
         than 10% to 25% of the  total  number  of securities  sought and will
         likely receive substantially less than that. Of course, the purchasers
         could have tendered for 100% and would not have expected any  different
         response,  but  such  a  tender  would  have  been  unrealistic.
         Accordingly,  while the  purchasers are  prepared and able to fund the

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March 21, 2005
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         entire offer, as a practical  matter,  the actual funds necessary to
         complete the offer are reasonably  expected to be substantially less
         than the cash reserves held by the  purchasers.  This offer is for
         immediate  cash payment and no securities of the bidder are to be used.
         No evaluation of securities or credit risk is therefore  relevant to
         this offer.  The bidder neither seeks control,  nor would it, if
         successful  in  purchasing  all securities sought, gain control of any
         issuer, so no evaluation of the bidders' financial condition is
         relevant in that respect.  No market exists for the securities and no
         competing bidder is seeking to purchase the securities,  so no real
         alternative opportunities are available to be evaluated over the period
         of the offer.  Given the circumstances and terms of this offer, to
         require inclusion of financial statements for this offer would
         involve unnecessary and unreasonable time, effort, and expense, without
         providing any more material information to prospective sellers than the
         information presented in the Offer. Any additional document
         preparation, financial statement preparation, and subsequent mailing
         costs would add substantial additional cost to the offer without any
         material impact on disclosure. Based on the foregoing, we believe the
         financial statements presented together with disclosure of the other
         sources of funds provide all financial information material to a
         security holder's evaluation of the offer.

4.       As we responded to this same comment relating to our tender offer last
         year, our legal analysis supporting such adjustments is fairly
         simple--we cannot purchase units if such a purchase would violate the
         Partnership Agreement. Our Offer is open to all holders, but proration
         will require some adjustments if necessary. In essence, these
         adjustments are akin to a reduction to avoid fractional units. The
         Purchasers wish to purchase the entire 200,000 Units and want to comply
         with the proration rules, but we cannot purchase Units if we cannot
         purchase the Units. If you have a better suggestion on how we should
         proceed, we will consider it.

5.       We do not have, nor could we perform, an analysis as to why there is
         not a reasonable  likelihood  that the tender  offer will result in the
         Partnership having fewer than 300 partners. We simply do not have the
         ability  to know whether or not our offer will have this effect. For
         example, it is possible that the 30 or so largest unitholders could
         tender their units and our offer would be fully subscribed, which would
         result in the number of unitholders being reduced by only approximately
         30. However,  it is also possible that the smallest 660 or so
         unitholders could tender their units  resulting in the partnership
         having very close to the minimum 300 unitholders. However, even the
         number  of outstanding  unitholders  is not something  we can know with
         enough  certainty, because the most recent number was disclosed as of
         December 31, 2003, well over a year ago. The number could now be lower
         or higher. Further, as mentioned above, our experience tells us that it
         is very unlikely that we will receive anything close to 200,000 units,
         so we cannot even arrive at a reasonable calculation of how many units
         might be tendered  (assuming  the maximum is not realistic).

6.       The non-tendering unitholders will not be impacted by the lack of
         liquidity any more than they already are. There is NO liquidity at this
         point, and our offer will not change that. There is not a realistic
         possibility that the Partnership will terminate for tax purposes
         because the Partnership Agreement prevents transfer of more than 50% of

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March 21, 2005
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         the units in any 12-month period, as we discuss in the Offer. (see our
         discussion of both issues on page 17, Section 7 of the Offer).

7.       All we mean by "access" is that unitholders tendering their units will
         be depositing them with an affiliate of the Purchasers, so under SEC
         rules in the Investment Advisers Act context, at least, the Purchasers
         would generally be considered to have "access" to them. The Purchasers
         will not accept the Units tendered until the expiration of the Offer
         and all conditions to the Offer have been satisfied or waived.

8.       Reviewing the definition, it would appear that you are commenting that
         we should not define business day with respect to Pacific Time but
         should use Eastern Time. Given that our Offer expires at midnight
         Pacific Time, it made sense to define "business day" with respect to
         Pacific Time. If we extend the Offer, we have to keep it open for
         another ten business days. If we defined "business day" with respect to
         Eastern Time, we'd be extending the Offer from midnight Pacific Time to
         midnight Eastern Time 10 business days later, which would be less than
         10 full business days. Furthermore, the definition is modified with
         respect to announcements of extensions of the Offer such that the press
         release is issued by 9 a.m. Eastern Time. Moreover, it does not appear
         that withdrawal rights are dependent upon this definition.

9.       If we did not assume that the Partnership was taxed as a partnership,
         we'd have to give a completely different explanation of all of the tax
         consequences. This would certainly confuse investors. That the
         partnership could be treated as a publicly traded partnership, and thus
         taxed as a corporation, is certainly a risk, however unlikely. Not to
         mention that it would be misleading, and to discuss in detail both
         possible treatments would negate the discussion of "material"
         consequences--one treatment certainly would have to, by definition, be
         immaterial.

10.      The Westmont apartments are owned by Columbia Westmont Associates,
         L.P., formerly Columbia Associates (the "Columbia Partnership"), and
         the Fieldpointe Apartments are owned by Carrollton X Associates Limited
         Partnership (the "Carrollton Partnership"). The Partnership's annual
         and quarterly reports have referred to such partnerships regularly.

11.      We do not believe the use of the word "indirectly" in these conditions
         is so broad as to make the Offer illusory or unclear. If a court order
         "...restrains or prohibits the making of the Offer" whether directly or
         indirectly, the Offer may not be consummated. For example, a court
         order might prohibit one of the principals of the Purchasers from
         participating in a tender offer, which would be an indirect prohibition
         against that Purchaser.

12.      You have requested that we acknowledge, and we hereby acknowledge, that
         we are responsible for the adequacy and accuracy of the disclosure in
         the filings and that 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 that we 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.

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March 21, 2005
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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

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