WINTHROP CALIFORNIA INVESTORS LTD PARTNERSHIP
SC 14D1/A, 2000-02-25
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 8
                                       To
                                 SCHEDULE 14D-1

               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
                            (Name of Subject Company)


                      SUTTER/JAMBOREE ACQUISITION FUND, LLC
                                    (Bidder)

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                                Copy to:
Robert Dixon                                    Paul J. Derenthal, Esq.
Sutter Capital Management, LLC.                 Derenthal & Dannhauser
595 Market Street, Suite 2100                   One Post Street, Suite 575
San Francisco, California 94105                 San Francisco, California  94104
(415) 777-2186                                  (415) 981-4844

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


<PAGE>


     This  Amendment  No. 8 to Schedule  14D1  hereby  amends and  modifies  the
Schedule filed by the above-named  bidder on November 24, 1999 and amended as of
December 30, 1999,  January 6, 2000, January 14, 2000, January 21, 2000, January
25, 2000, January 31, 2000 and February 2, 2000.

     This  Amendment is the final  amendment to the Schedule filed to report the
termination of the Offer and its results.  The Offer  terminated on February 15,
2000.  The Offer  resulted in the tender by Unit  holders,  and  acceptance  for
payment by the Purchasers, of no Units.












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<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:       February 25, 2000



SUTTER/JAMBOREE ACQUISITION FUND, LLC

By SUTTER CAPITAL MANAGEMENT, LLC, Manager

             By:     /s/ ROBERT DIXON
                     Robert Dixon, Manager

















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