December 21, 2005

Jeffrey B. Werbitt
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, D.C. 20549

Re:  Secured  Income,  L.P.,  Schedule TO-T filed November 30, 2005 by MacKenzie
Patterson Fuller, Inc. and its affiliates, the Purchasers
SEC File No. 5-54251

Dear Mr. Werbitt:

Thank you for your letter dated December 13, 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  confirm  that we  understand  that  you view a  distribution  that
          results in a reduction  in price as a material  change to the terms of
          the offer.
     2.   We have amended the Schedule to disclose that in our experience it can
          take  anywhere  from 14 to 30 days for the General  Partner to confirm
          ownership and transfer the Units.

Closing paragraphs: While acknowledging the Staff's positions, and without
implying any specific issue with such position, we respectfully decline to make
the statements requested. There is no requirement that we do so. To the extent
the requested statements are accurate statements of applicable law, there is no
reason to obtain from bidders a recitation of such law. To the extent the
statements go beyond applicable law or reflect interpretations of law that may
be open to dispute, it would not be fair or appropriate to require bidders to
make statements that might prejudice their right to take a contrary position at
some later time, if the occasion arose.

Please let me know if you have any questions or further comments.

Very Truly Yours,

Chip Patterson
Senior Vice President and General Counsel
(925) 631-9100 ext. 206
(925) 871-4046 (Fax)
chip@mpfi.com