Exhibit (a)(4)






                         SUPPLEMENT TO OFFER TO PURCHASE




DATE:        January 25, 2002

TO:          UNIT HOLDERS OF BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

SUBJECT:     OFFER TO PURCHASE UNITS

Dear Unit Holder:

         As described in the Offer to Purchase and related Letters of
Transmittal previously sent to you (the "Offer"), MP FALCON GROWTH FUND, LLC; MP
VALUE FUND 6, LLC; MP FALCON FUND, LLC; MP DEWAAY FUND, LLC; MP INCOME FUND 18,
LLC; MP INCOME FUND 17, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II,
L.P. (collectively the "Purchasers") are offering to purchase Units of limited
partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Partnership") at a purchase
price equal to:

                                  $15 per Unit

 The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP without
the usual transaction costs associated with market sales or partnership transfer
fees.

The Offer has been extended and will now expire on February 25, 2002. The
maximum number of Units sought in the Offer has been increased to all
outstanding Units. In the event the Partnership invokes limitations on transfer
under its limited partnership agreement, the offer may be limited to the maximum
number of Units which may be acquired in compliance with the Issuer's limited
partnership agreement. In particular, according to the Issuer, "The Partnership
Agreement imposes certain limitations on the transfer of Units and may restrict,
delay or prohibit a transfer primarily if (among other things) . . . the
transfer of Units would result in 50% or more of all Units having been
transferred by assignment or otherwise within a 12-month period . . ."

The Purchaser's objectives in making the offer remain unchanged. The Purchasers
are acquiring the Units pursuant to the Offer solely for investment purposes.
The Purchasers have no present intention to seek control of the Partnership or
to change the management or operations of the Partnership. A total of 2,200
Units have been tendered to the Purchasers as of the date hereof and not
withdrawn. Based on the response to the offer to date, the Purchasers do not
reasonably expect to acquire more than 100,000 Units pursuant to the offer, and
anticipate the actual number of Units to be acquired will be substantially fewer
than 100,000. Accordingly, the Purchasers do not believe that the potential
effects of the offer have been changed in any material respect from those
disclosed in the original offer materials.





If you elect to tender your Units, mail (using the enclosed pre-addressed,
postage paid envelope) or telecopy a duly completed and executed copy of the
Letter of Transmittal (printed on red paper) and Change of Address forms, and
any other documents required by the Letter of Transmittal, to the Depositary for
the Offer at:

                           MacKenzie Patterson, Inc.,
                               1640 School Street
                            Moraga, California 94556
                            Telecopy: (925) 631-9119

         If you have any questions or need assistance, please call the
Depository at 800-854-8357.

             This Offer expires (unless extended) February 25, 2002





















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