MEDICAL INCOME PROPERTIES 2B LTD PARTNERSHIP
SC 14D1/A, 1997-08-25
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                AMENDMENT NO. 2
                                       TO
                                 SCHEDULE 14D-1
               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
                            (Name of Subject Company)

                            JDF AND ASSOCIATES, LLC
               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; AND
                                  CAL KAN, INC.

                                    (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>

Item 11.     Material to be Filed as Exhibits.

             (a)(4)  Press Release dated August 25, 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:       August 25, 1997


JDF & ASSOCIATES, LLC

             By:     /s/ J. David Frantz
                     J. David Frantz, General Manager

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




                                     3

<PAGE>


                                 EXHIBIT INDEX

Exhibit                  Description                        Page

(a)(4)              Press Release dated August 25, 1997

<PAGE>



                               Exhibit (a)(4)

<PAGE>


                                                       PRESS RELEASE
                                                       FOR IMMEDIATE RELEASE



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

August 25, 1997

Offer for Units of Limited Partnership Interest of Medical Income Properties 2B 
Limited Partnership Extended through September 30, 1997.

     JDF and Associates,  LLC,  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 and Cal Kan, Inc. (the "Bidders") have extended the expiration date of their
tender offer for  depositary  Units of limited  partnership  interest of Medical
Income Properties 2B Limited Partnership. The offer was originally set to expire
on September 1, 1997,  and has been extended  through  September  30, 1997.  The
bidders have offered to purchase up to 10,907 of the Units.

     As of August 22,  1997,  approximately  282 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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