SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 2
                                       To
                                   SCHEDULE TO


         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                     CHRISKEN PARTNERS CASH INCOME FUND L.P.
                            (Name of Subject Company)

       MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; MP INCOME FUND 16, LLC;
              ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.;
                ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.;
    ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; MORAGA-DEWAAY FUND, LLC;
      MP FALCON FUND, LLC; MORAGA GOLD, LLC; MACKENZIE PATTERSON, INC. and
              PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME 3, L.P.

                                    (Bidders)

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                               Copy to:
C.E. Patterson                                 Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc.                      Derenthal & Dannhauser
1640 School Street                             One Post Street, Suite 575
Moraga, California  94556                      San Francisco, California  94104
(925) 631-9100                                 (415) 981-4844

                     (Name, Address and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)


[X]          Check 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:  $649.52
             Form or Registration Number:   Schedule TO and TO-T-A
             Filing Party:  Above Bidders
             Date Filed: March 31, 2000 and April 19, 2000

[ ]          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.
[ ]          issuer tender offer subject to Rule 13e-4.
[ ]          going private transaction subject to Rule 13e-3
[ ]          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]




                         FINAL AMENDMENT TO TENDER OFFER

     This final  amendment to Tender  Offer  Statement on Schedule TO relates to
the offer by MP VALUE FUND 4, LLC;  MORAGA FUND 1, L.P.; MP INCOME FUND 16, LLC;
ACCELERATED HIGH YIELD  INSTITUTIONAL  INVESTORS,  LTD.;  ACCELERATED HIGH YIELD
INSTITUTIONAL  FUND,  LTD.;  ACCELERATED  HIGH YIELD  PENSION  INVESTORS,  LTD.;
MORAGA-DEWAAY  FUND,  LLC; MP FALCON  FUND,  LLC;  MORAGA GOLD,  LLC;  MACKENZIE
PATTERSON,  INC.  and  PREVIOUSLY  OWNED  MORTGAGE  PARTNERSHIPS  INCOME 3, L.P.
(collectively  the  "Purchasers")  to  purchase  up to 5,542  units  of  limited
partnership interest (the "Units") in CHRISKEN PARTNERS CASH INCOME FUND L.P., a
Delaware  limited  partnership (the "Issuer"),  the subject  company.  The Offer
terminated  on May 15, 2000.  The Offer  resulted in the tender by Unit holders,
and acceptance  for payment by the  Purchasers,  of a total of 420  Units.  Upon
completion  of the  Offer,  the Purchasers  held an  aggregate of  approximately
688.51 Units, or approximately 1.9% of the total outstanding Units.



                                   SIGNATURES

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated:       May 25, 2000

MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President

MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President


MP INCOME FUND 16, LLC
By MacKenzie Patterson, Inc., Manager

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President


ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President


ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President


ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President

MORAGA-DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President


MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President


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MORAGA GOLD, LLC
By Moraga Partners, Inc., Member

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President

MACKENZIE PATTERSON SPECIAL FUND 3, LLC.
By MacKenzie Patterson, Inc., Manager

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President

PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3, LP
By MacKenzie Patterson, Inc., General Partner

             By:     /s/ C. E. Patterson
                     C.E. Patterson,  President

MACKENZIE PATTERSON, INC.

By:          /s/ C. E. Patterson
             -------------------
             C.E. Patterson,  President











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