SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
to
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Panther Partners, L.P.
(Name of Issuer)
Panther Partners, L.P.
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
With a copy to:
Ms. Edna Parry or
Mr. H. Winston Holt, IV Ms. Yukako Kawata, Esq.
Panther Management Company, L.P. Davis Polk & Wardwell
101 Park Avenue 450 Lexington Avenue
New York, New York 10178 New York, NY 10017
(212) 984-2500 (212) 450-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
December 2, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation: $200,000,000 Amount of Filing Fee: $40,000
(a) Calculated as the aggregate maximum purchase price for limited
partnership interests.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
[X ] Check 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: $30,000; $10,000
Form or Registration No.: 005-44541
Filing Party: Panther Partners, L.P.
Date of Filing: October 30, 1996; December 2, 1996
This final Amendment amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4 (the "Statement") dated October 28, 1996
filed on October 30, 1996 by Panther Partners, L.P., a closed-end, non-
diversified, management investment company organized as a Delaware limited
partnership (the "Fund"), as amended and supplemented by Amendment No. 1
thereto dated December 2, 1996, relating to the Fund's offer to purchase up
to $200,000,000 of Interests. Terms defined in the Statement and not
separately defined herein shall have the meaning of such term in the
Statement.
ITEM 1. Security and Issuer
A total of $ 78,101,616 of Interests were validly tendered and
not withdrawn for purchase at their net asset value as of close of business
on December 31, 1996. The Fund has purchased all such validly tendered
Interests, and as a result no proration factor has been applied.
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.
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.
Corporate General Partner
By: Panther Management Corporation
Sole General Partner
By:/s/ Nolan T. Altman
January 14, 1997 Name: Nolan T. Altman
Title: Chief Financial Officer
