SecProbe.io

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April 19, 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 April 5, 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.       We will insure that our future tender offers indicate that a subsequent
         offering period will not be available, if such offers do not so
         provide.

2.       We will delete this language in future tender offers, and we payment
         under this offer will not be delayed by any of the conditions in
         Section 13 (i.e., none has been triggered).

3.       Assets "at our disposal" means liquid assets that include cash and
         marketable securities. The funds necessary to consummate this
         transaction are not subject to obtaining additional funds from our
         limited partners. The Purchasers have sufficient capital to fund all of
         their obligations under other outstanding tender offers even if fully
         subscribed. Prior to agreeing to participate in any offer, a fund must
         make sure it has sufficient capital to meet all of its potential
         obligations under other offers, including non-registered offers.

4.       We still believe that discussion of the "publicly traded partnership"
         issue is immaterial. Nonetheless, we will include the following
         discussion in future offers:

                  Certain partnerships are classified as "publicly traded
                  partnerships" and, subject to certain exceptions, are taxed as
                  corporations for federal income tax purposes. A partnership is
                  a publicly traded partnership if the partnership interests are
                  traded on an established securities market or readily tradable
                  on a secondary market (or the substantial equivalent of a
                  secondary market). The Units are not traded on an established
                  securities market. In the unlikely event that the Partnership
                  becomes a "publicly traded partnership" and is not excepted
                  from federal income tax, there would be several adverse tax
                  consequences to the Unit holders. For instance, the
                  Partnership would be regarded as having transferred all of its
                  assets (subject to all of its liabilities) to a newly-formed
                  corporation in exchange for stock which would be deemed
                  distributed to the Unit holders in liquidation of their
                  interests in the Partnership. In addition, if the Partnership
                  is deemed to be a "publicly traded partnership," then special
                  rules under Code Section 469 govern the treatment of losses
                  and income of the Fund.

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March 21, 2005
Page 2 of 2

5.       No conditions were triggered in this Offer. We agree that notification
         of the Unit holders as to whether we would have terminated the offer or
         waived the condition would have been appropriate.

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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