RWB MEDICAL INCOME PROPERTIES 1 LTD PARTNERSHIP
SC 14D1/A, 1997-10-01
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                AMENDMENT NO. 3
                                       TO
                                 SCHEDULE 14D-1
               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                     RWB MEDICAL INCOME PROPERTIES I LIMITED
                            (Name of Subject Company)

                          
               PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
                           SPECIFIED INCOME FUND, L.P.
                     MACKENZIE PATTERSON SPECIAL FUND, L.P.
              MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP;
                       STEVEN GOLD; MORAGA GOLD, LLC; 
                              C.E. PATTERSON

                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (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, Suite 100                455 Market Street, Suite 1600
Moraga, California  94556                    San Francisco, California  94105
(510) 631-9100                               (415) 243-8070

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


<PAGE>

This Schedule is hereby amended as follows:

Item 1. Security and Subject Company

     By Press Release dated September 30, 1997, the Expiration Date of the Offer
was extended to October 15, 1997, or such later date to which the Purchasers may
further extend the Offer.

 
Item 11.     Material to be Filed as Exhibits.

             (a)(6)  Form of Letter to Unitholders dated September 30, 1997

             (a)(7)  Press release dated September 30, 1997

<PAGE>

                                   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: September 30, 1997



PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Victoriaan Tacheira
                     Victoriaann Tacheira, Senior Vice President

SPECIFIED INCOME FUND, L.P.

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Victoriaann Tacheira
                     Victoriaann Tacheira, Senior Vice President

MACKENZIE PATTERSON SPECIAL FUND, L.P.

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Victoriaann Tacheira
                     Victoriaann Tacheira, Senior Vice President

MACKENZIE FUND VI, a California Limited Partnership

By MacKenzie L.P., a California Limited Partnership, General Partner

By MacKenzie Securities Partners, Inc., General Partner

              By:    /s/Victoriaann Tacheira
                     Victoriaann Tacheira, Vice President

                                       2

<PAGE>



/s/ Steven Gold
STEVEN GOLD


MORAGA GOLD, LLC

By Moraga Partners, Inc., Managing Member

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

 /s/ C. E. Patterson
 C.E. Patterson


                                     3

<PAGE>

                                  EXHIBIT INDEX

Description                                                     Page

(a)(6)  Form of Letter to Unitholders dated August 27, 1997

(a)(7)  Press release dated September 30, 1997

<PAGE>


                                   EXHIBIT (a) (6)
<PAGE>

September 30, 1997

Dear Fellow Limited Partner:

     In  reference  to a letter  dated  July 18,  1997 in  which  affiliates  of
MacKenzie Patterson, Inc. ("MPI") made an offer to purchase your interest in RWB
Medical  Income  Properties I Limited  Partnership,  it should be noted that the
term of the offer has been extended  through October 15th, 1997. As of September
30, 1997, 1,941 units have been tendered.

     Frankly,  we are baffled with the rate of  acceptance of our Offer to date.
We believe that we have made a very good Offer to the investors which will allow
them to realize  relatively  the same benefits of their  investment  during 1997
instead of waiting an additional 3 years for the liquidation of the partnership.
By waiting the additional  three years,  investors will have to continue to file
tax  information on Form K-1 for each year that the partnership  continues.  The
tax loss an  investor  may  incur  cannot  be taken by the  investor  until  the
liquidation  of the  partnership  in the year 2000. In addition to these matters
and the  information in the original  Offer,  unit holders  should  consider the
risks that were outlined in the original offer. [Footnote]

     Unitholders  who  tender  their  Units  will  give  up the  opportunity  to
participate in any future  distributions  by the  Partnership,  and the purchase
price per Unit payable to a tendering  Unitholder by the Purchasers is less than
the total cash which the General  Partner has estimated  will be  distributed to
the Unitholder  with respect to the Unit through July 2000, the scheduled  final
distribution date.
 
     The Purchasers  are making the Offer for  investment  purposes and with the
intention of making a profit from the  ownership of the Units.  In  establishing
the purchase price of $30 per Unit,  the Purchasers  were motivated to establish
the lowest price which might be acceptable to  Unitholders  consistent  with the
Purchasers' objectives.

     As a result  of  consummation  of the  Offer,  the  purchasers  may be in a
position to influence any Partnership  decisions on which  Unitholders may vote.
The Purchasers  will vote the Units acquired in the Offer in their own interest,
which may be different  from or in conflict  with the interests of the remaining
Unitholders. [End Footnote] 

     In an article recently published in "The Partnership Spectrum" (July/August
1997 edition page 7 and 8), Spencer Jefferies writes

     "It also seems  that,  while  investors  in these three  partnerships  will
recognize a taxable gain this year as a result of the sale of their  properties,
it is  anticipated  that  investors  will  realize  a  capital  loss  from  this
investment overall. But unless investors sell their units earlier, they will not
be able to  realize  this  capital  loss  until the final  liquidation  of their
partnership in the year 2000."

     MPI  believes  that  the  investors  will  receive   several   benefits  by
liquidating  their  investment  now  instead  of  waiting.   Apparently  Spencer
Jefferies agrees as he additionally writes in his article

     "...investors  would  benefit by (i)  eliminating  future  partnership  tax
filings,  (ii) accelerating their capital loss on this investment by three years
and (iii) eliminating the risk that the final  liquidating  distributions may be
lower then currently expected by the general partner."

Mr. Jefferies has also stated

     "...  the  success  of  these  tender  offers   depends  upon  whether  the
investors...conclude  that  dumping  their units now could very well be in their
best interests."

     Spencer Jeffries,  is in no way affiliated with MacKenzie Patterson,  Inc.,
or the  Purchasers.  We have chosen to extend the Offer through October 15, 1997
to allow all  investors who wish to sell their units a final  opportunity  to do
so. If you have misplaced your  Transmittal  Form, and wish to receive  another,
please give us a call at (800)  854-8357 x 206. If you have  already  decided to
sell, and have completed a Transmittal Letter and sent it to our offices,  there
is no need to complete  another form.  Should you wish to withdraw your offer to
sell,  simply  write a letter to that affect and we will  return  your  original
Transmittal Letter immediately.

Respectfully submitted,


C.E. Patterson
President of MacKenzie Patterson, Inc.
General Partner or Managing Member of the Purchasers



<PAGE>

                                EXHIBIT (a) (7)

<PAGE>


                                                       PRESS RELEASE
                                                       FOR IMMEDIATE RELEASE



MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California  94556
Telephone:  510-631-9100

September 30, 1997

     Offer for Units of  Limited  Partnership  Interest  of RWB  Medical  Income
Properties I Limited Partnership Extended through October 15, 1997.

     Previously Owned Partnerships Income Fund II, L.P.,  Specified Income Fund,
L.P.,  MacKenzie  Patterson Special Fund, L.P.,  MacKenzie Fund VI, a California
Limited  Partnership,  Steven Gold and Moraga  Gold,  LLC (the  "Bidders")  have
extended  the  expiration  date of their tender  offer for  depositary  Units of
limited   partnership   interest  of  RWB Medical   Income  Properties I Limited
Partnership.  The offer has been extended  through October 15, 1997. The bidders
have offered to purchase up to 18,639 of the Units.

     As of September  30, 1997,  approximately  1,941 Units had been tendered to
the bidders by security holders and not withdrawn.

     For further  information,  contact Christine Simpson at the above telephone
number.






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