SC 14D9

OMB APPROVAL
OMB Number:	3235-0102
Expires: . . . . . . . . . . . .	April 30, 2008
Estimated average burden
hours per response . . . . . . . . . . . . . . . 258

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. ___ )

DiVall Insured Income Properties 2, L.P.

(Name of Subject Company)

See Above

(Names of Persons Filing Statement)

Units of Limited Partnership

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

1100 Main Street, Suite 1830, Kansas City, MO 64105

816-421-7444

(Name, address, and telephone numbers of persons authorized to receive

notices and communications on behalf of the persons filing statement)

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

GENERAL INSTRUCTIONS:

A. File eight copies of the statement, including all exhibits, with the Commission if paper filing is permitted.

B. If the filing contains only preliminary communications made before the commencement of a tender offer, no signature is required. The filer need not respond to the items in the schedule. Any pre-commencement communications that are filed under cover of this schedule need not be incorporated by reference into the schedule.

C. If an item is inapplicable or the answer is in the negative, so state. The statement published, sent or given to security holders may omit negative and not applicable responses. If the schedule includes any information that is not published, sent or given to security holders, provide that information or specifically incorporate it by reference under the appropriate item number and heading in the schedule. Do not recite the text of disclosure requirements in the schedule or any document published, sent or given to security holders. Indicate clearly the coverage of the requirements without referring to the text of the items.

D. Information contained in exhibits to the statement may be incorporated by reference in answer or partial answer to any item unless it would render the answer misleading, incomplete, unclear or confusing. A copy of any information that is incorporated by reference or a copy of the pertinent pages of a document containing the information must be submitted with this statement as an exhibit, unless it was previously filed with the Commission electronically on EDGAR. If an exhibit contains information responding to more than one item in the schedule, all information in that exhibit may be incorporated by reference once

Persons who to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

in response to the several items in the schedule for which it provides an answer. Information incorporated by reference is deemed filed with the Commission for all purposes of the Act.

E. Amendments disclosing a material change in the information set forth in this statement may omit any information previously disclosed in this statement.

Item 1. Subject Company Information.

DiVall Insured Income Properties 2, L.P. (the “Partnership”)

c/o The Provo Group, Inc.

1100 Main Street, Suite 1830

Kansas City, MO 64105

(816) 421-7444

Pursuant to the Partnership’s Form 10-Q filed for the quarter ending March 31, 2008, there are 46,280.3 partnership units (each a “Unit”) outstanding.

Item 2. Identity and Background of Filing Person.

The filing person is the Partnership.

On or about June 13, 2008, Mackenzie Patterson Fuller, LP and its affiliates filed a Schedule TO with the Securities and Exchange Commission for the purposes of making a third-party tender offer subject to Rule 14d-1 of the Securities Exchange Act of 1934 for up to 7,176 Unites of the Partnership at a purchase price equal to $230 per Unit (the “Offer”). According to the Schedule TO filed by Bidder, its mailing address is:

MacKenzie Patterson Fuller, LP

1640 School Street

Moraga, California 94556

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

NONE.

Item 4. The Solicitation or Recommendation.

In accordance with the terms of Rule 14e-2 of the Exchange Act, the Partnership expresses no opinion and is remaining neutral toward the Offer. The Partnership does not intend to take any action with respect to the Offer.

Item 5. Person/Assets, Retained, Employed, Compensated or Used.

NONE.

Item 6. Interest in Securities of the Subject Company.

NONE.

Item 7. Purposes of the Transaction and Plans or Proposals.

The Partnership is not engaged in negotiations in response to the Offer that relate to: (1) a tender offer or other acquisition of its securities by itself, a subsidiary, or any other person; (2)) any extraordinary transaction involving the Partnership or a subsidiary; (3) any purchase, sale, or transfer of a material amount of assets of the Partnership or a subsidiary; or (4) any material change in the Partnership’s present dividend rate or policy, or indebtedness or capitalization.

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Item 8. Additional Information.

NONE.

Item 9. Exhibits.

Pursuant to Rule 14e-2 of the Exchange Act, the Partnership’s communication with its security holders is attached hereto as Exhibit A and incorporated herein by this reference.

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SIGNATURE

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.

DIVALL INSURED INCOME PROPERTIES 2, L.P.
By:	The Provo Group, Inc., General Partner
By:	/s/ Bruce A. Provo
	Bruce A. Provo, President, Chief Executive Officer
	and Chief Financial Officer
Date:	June 27, 2008

Instruction to Signature: The statement must be signed by the filing person or that person’s authorized representative. If the statement is signed on behalf of a person by an authorized representative (other than an executive officer of a corporation or general partner of a partnership), evidence of the representative’s authority to sign on behalf of the person must be filed with the statement. The name and any title of each person who signs the statement must be typed or printed beneath the signature. See §240.14d-1(f) with respect to signature requirements.

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EX-99.(A)

Exhibit A

June 27, 2008

RE: DiVall Insured Income Properties 2, L.P.

Third Party Tender Offer

Ladies and Gentlemen:

On or about June 13, 2008, Mackenzie Patterson Fuller, LP and its affiliates (collectively, the “Bidder”) filed a Schedule TO with the Securities and Exchange Commission for the purposes of making a third-party tender offer subject to Rule 14d-1 of the Securities Exchange Act of 1934 (the “Exchange Act”) for up to 7,176 Unites of DiVall Insured Income Properties 2, L.P. (the “Partnership”) at a purchase price equal to $230 per Unit (the “Offer”).

Pursuant to Rule 14e-2 of the Exchange Act, the Partnership is obligated to take a position with respect to the Offer. To that end, in accordance with the terms of Rule 14e-2 of the Exchange Act, the Partnership expresses no opinion and is remaining neutral toward the Offer. However, we feel it is important that you understand the following information when you consider selling your Units to the Bidder or any other unsolicited offer:

1. Third-Party Sales:

The Partnership is not affiliated in any way with the Bidder and the money that may be tendered for the Offer does not come from or through the Partnership. Once the Partnership receives sufficient evidence of a sale from the both a seller and buyer directing the Partnership to transfer the Units, the Units are transferred and a new certificate is issued to the buyer. The Partnership will not be responsible for making sure the seller is paid.

With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that seems to lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and the Unit is transferred.

DiVall Insured Income Properties 2, L.P.

June 27, 2008

Page 2

2. Purchase Price of Offer:

The Offer is based on a purchase price equal to $230 per Unit, which amount the Bidder acknowledges is substantially lower than its own estimate of the Partnership’s liquidation value. According to the Offer to Purchase attached to Schedule TO as Exhibit (a)(1), the Bidder’s estimated liquidation value of the Partnership is approximately $378.19 per Unit.

The Bidder’s purchase price is also subject to adjustment in the event of any distributions declared or made with respect to the Units between June 13, 2008 and July 25, 2008. In light of this, please note that the Wendy’s property located in Savannah, Georgia (“Wendy’s Property), was sold in late May and the net sales proceeds (currently estimated to be $23 per Unit) will be distributed on or about August 15, 2008. In addition to the proceeds from the sale of the Wendy’s Property, a distribution for the Partnership’s quarterly cash flow will be forthcoming in an amount estimated to be $7 per Unit. If you accept the Offer, these combined distributions may reduce the initial $230 per Unit purchase price.

Comparative transfer price information is available upon request to our Investor Relations Department. Our records indicate that Units are trading in a range from $335 to $375 per Unit. The Partnership, however, does not represent that these prices are fair or reasonable.

3. Current Rate of Return; Improved Portfolio:

The Partnership continues its efforts to eliminate weak performing properties, strengthen tenant quality and provide greater stability. The Partnership’s aggregate distributions for the First Quarter of 2008 equaled $315,000 ($6.81 per Unit), which was $45,000 higher than originally projected. The approximate annualized “operating return” for the First Quarter of 2008 was approximately 7.2%, based on the Net Asset Value of $385 per Unit as of December 31, 2007. The adjusted Net Asset Value as of May 31, 2008 is $360 per Unit (the sale of the Wendy’s Property resulted in a Net Asset Value reduction of $25 per Unit).

4. Qualified Matching Service:

Within the last sixty days, the Partnership instituted a “Qualified Matching Service” as defined in Section 1.7704-1(g) of the Treasury Regulations promulgated under Section 7704 of the Internal Revenue Code of 1986 (the “Code”), which facilitates the transfer of up to 10% of the total interest in the Partnership’s capital or profits provided certain requirements are met. This Qualified Matching Service provides for some liquidity, outside of a tender offer scenario, through which Units may be bought and sold.

5. Termination Scheduled for 2010:

The Partnership is currently scheduled to liquidate in 2010, although it is possible this liquidation deadline may be extended if the limited partners vote to amend the Partnership Agreement.

DiVall Insured Income Properties 2, L.P.

June 27, 2008

Page 3

In the event you have questions or require additional information, please feel free to contact DiVall Investor Relations at the address or number(s) below:

MAIL:	DiVall Investor Relations C/O Phoenix American Financial Services, Inc. 2401 Kerner Blvd. San Rafael, CA 94901
PHONE:	1-(800)-547-7686
FAX:	1-(415)-485-4553

Sincerely, The Provo Group Inc., As General Partner
By:	/s/ Bruce A. Provo
	Bruce A. Provo, its President