SC TO-I/A, 2001-01-19
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                              WASHINGTON, DC 20549

                                   SCHEDULE TO

            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                                 FINAL AMENDMENT

                              SAWGRASS FUND, L.L.C.
                                (Name of Issuer)

                              SAWGRASS FUND, L.L.C.
                      (Name of Person(s) Filing Statement)

                         (Title of Class of Securities)

                      (CUSIP Number of Class of Securities)

                                Howard M. Singer
                              Sawgrass Fund, L.L.C.
                           One World Financial Center
                               200 Liberty Street
                                   31st Floor
                            New York, New York 10281
                                 (212) 667-4225

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
           Communications on Behalf of the Person(s) Filing Statement)

                                 With a copy to:
                            Kenneth S. Gerstein, Esq.
                            Schulte Roth & Zabel LLP
                                900 Third Avenue
                            New York, New York 10022
                                 (212) 756-2533

                                December 1, 2000
                       (Date Tender Offer First Published,
                       Sent or Given to Security Holders)


                            CALCULATION OF FILING FEE

Transaction Valuation:     $25,000,000 (a)      Amount of Filing Fee: $5,000 (b)

(a) Calculated as the aggregate maximum purchase price for limited liability
    company interests.

(b) Calculated at 1/50th of 1% of the Transaction Valuation.

[x] Check the box if any part of the fee is offset as provided by Rule
    0-11(a)(2) and identify the filing with which the offsetting fee was
    previously paid. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $5,000
Form or Registration No:  SCHEDULE TO
Filing Party:  SAWGRASS FUND, L.L.C.
Date Filed:  January 18, 2001

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

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ]  third-party tender offer subject to Rule 14d-1.

[x]  issuer tender offer subject to Rule 13e-4.

[ ]  going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [x].


     This Final Amendment relates to the Issuer Tender Offer Statement on
Schedule TO (the "Statement") originally filed on January 18, 2001 by Sawgrass
Fund, L.L.C. (the "Fund") in connection with an offer by the Fund to purchase up
to $25,000,000 of interests in the Fund ("Interests") on the terms and subject
to the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were
previously filed as Exhibits B and C to the Statement on January 18, 2001.

     This is the Final Amendment to the Statement and is being filed to report
the results of the Offer. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Offer to Purchase.

     The following information is furnished pursuant to Rule 13e-4(c)(4):

     1. The Offer expired at 12:00 midnight, New York time, on December 31,

     2. $4,321,409.74 in Interests were validly tendered and not withdrawn prior
to the expiration of the Offer, and all of those Interests were accepted for
purchase by the Fund in accordance with the terms of the Offer.



     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.

                                                   SAWGRASS FUND, L.L.C.

                                            By:      /s/ HOWARD M. SINGER
                                                 Name:   Howard M. Singer
                                                 Title:  Authorized Signatory

January 18, 2001

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