March 24, 2006

Daniel F. Duchovny
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, D.C. 20549

Re: Inland Land Appreciation Fund II, L.P., Schedule TO-T filed March 2, 2006 by
MacKenzie Patterson Fuller, LP and its affiliates, the Purchasers

Dear Mr. Duchovny:

Thank you for your letter dated March 13, 2006 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 agree that all such conditions must be satisfied or waived prior to
          expiration and that we cannot accept  securities  prior to expiration.
          Nonetheless, the depository has signed letters of transmittal prior to
          expiration,  hence the disclosure. We disclose this potential conflict
          without  being  able to state  what the  conflict  might be because we
          don't  really  know what  conflict  could  arise.  Hence,  we also say
          because the  Depository's  role is  administrative  only, any conflict
          would be immaterial.  The reason for this  disclosure is just to raise
          the issue that the  Depository is not an  independent  party.  This is
          really an immaterial issue--we are being overbroad,  if anything,  and
          disclosing,  in response to prior comments, that the depository is not
          independent.  All we mean is that when  security  holders  send  their
          tender  documents  to us, we are in  control of them even if the offer
          has not closed.  In other words, we may have the piece of paper that a
          unit holder signs prior to expiration  of the offer.  Of course we are
          obligated to recognize the  withdrawal  rights of the security  holder
          and cannot purchase the units prior to expiration and the satisfaction
          or  waiver  of  all   conditions   (and  the  letter  of   transmittal
          incorporates  the terms and  conditions  of the Offer,  so it would be
          inoperative if we did not comply with the offer terms).

     2.   Section 13 states that "The Purchasers shall not be required to accept
          for payment or pay for any Units and may  terminate or amend the Offer
          as to such Units if, at any time on or after the date of the Offer and
          before  the  Expiration   Date,   any  of  the  following   conditions
          exists...." The last paragraph of the cover page you reference  states
          that we can "upon the occurrence of any of the conditions specified in
          Section  13...,"   terminate  the  offer,   thus   incorporating   the
          requirement  that termination  occur before the expiration,  a logical
          requirement  as  well.   Further,   the  third  clause   includes  the
          requirement that any amendment be made "prior to the Expiration Date."
          We believe this is quite clear,  and we affirm our agreement with your
          position  that all such  conditions or changes must occur prior to the
          Expiration Date.

     3.   You are correct,  that sentence should have been  completely  deleted.
          However,  because it doesn't say  anything,  it is  immaterial.  If we
          revise or amend the offer, we will note that error, but do not believe
          that it is important enough to amend the offer.

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