SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
(FINAL AMENDMENT)
___________________
PROMETHEUS INCOME PARTNERS, a California limited partnership
(Name of Subject Company)
PIP PARTNERS - GENERAL, LLC,
a California limited liability company
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
742941 10 7
(CUSIP Number of Class of Securities)
___________________
Mr. Sanford N. Diller
PIP PARTNERS - GENERAL, LLC
350 Bridge Parkway,
Redwood City, California 94065-1517
(415) 596-5300
Copy to:
Samuel H. Gruenbaum, Esq.
Cox, Castle & Nicholson, LLP
2049 Century Park East, Twenty-Eighth Floor
Los Angeles, California 90067
(310) 277-4222
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$4,455,000 $891
* For purposes of calculating the filing fee only. This
amount assumes the purchase of 9,000 units of limited partnership
interest ("Units") of the subject company for $495 per Unit in
cash.
[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 date
of its filing.
Amount previously paid: $891
Form or registration no.: Schedule 14D-1/A
Filing party: PIP Partners - General, LLC
Date filed: December 18, 1996
(Continued on following pages)
(Page 1 of 4 pages)
1. Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person
PIP PARTNERS - GENERAL, LLC, a California limited liability
company
_________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Sources of Funds (See Instructions)
AF; BK
_________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e)
or 2(f)
_________________________________________________________________
6. Citizenship or Place of Organization
California
_________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,546 Units of Limited Partnership Interest. In addition,
an affiliate of the Bidder (i.e. the sole general partner of the
Subject Company) owns a 5% interest in the distributable cash
from operations of the Subject Company and 15% interest in the
net proceeds from the sale or other disposition of the properties
owned by the Subject Company, subject in both cases to certain
priorities of the limited partners of the Subject Company.
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
8.1% of the Limited Partnership Interests. 100% of the
general partnership interests of the Subject Company.
_________________________________________________________________
10. Type of Reporting Person (See Instructions)
AMENDMENT NO. 5 TO SCHEDULE 14D-1/A
This Amendment No. 5 (Final Amendment) amends the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission ("SEC") on November 8, 1996, as amended by
Amendment No. 1 to Schedule 14D-1 filed with the SEC on November
18, 1996, and as further amended by Amendment No. 2 to Schedule
14D-1 filed with the SEC on December 9, 1996, and Amendment No. 3
to Schedule 14D-1/A filed with the SEC on December 12, 1996, and
Amendment No. 4 to Schedule 14D-1/A filed with the SEC on
December 18, 1996, by PIP Partners - General, LLC, a California
limited liability company (the "Purchaser"), relating to the
tender offer by the Purchaser to purchase up to 9,000 of the
issued and outstanding units of limited partnership interest
("Units") of Prometheus Income Partners, a California limited
partnership (the "Partnership"), to include the information set
forth below.
Terms not otherwise defined herein shall have the meaning
ascribed to them in the Schedule 14D-1 and the Offer to Purchase.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby supplemented and amended as follows:
The total amount of the funds required by the Purchaser to
purchase 1,546 Units accepted for payment pursuant to the Offer,
excluding related fees and expenses, is approximately $765,270.
The Purchaser obtained such funds as a capital contribution from
Mr. Stanford N. Diller (an affiliate of the Purchaser).
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a)-(b) is hereby supplemented and amended as follows:
The Offer expired at 12:00 Midnight, New York City time, on
Friday, January 3, 1997. Based on information provided to the
Purchaser by the Information Agent/Depository, pursuant to the
Offer, as of 12:00 Midnight, New York City Time, on Monday,
January 3, 1997, the Purchaser accepted for payment 1,546 Units,
constituting approximately 8.1% of the outstanding Units.
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: January 10, 1997
PIP PARTNERS - GENERAL, LLC, a
California limited liability company
By: PromHill, Inc., a California
corporation, its Manager
By:/s/ Sanford Diller/
Name: Sanford N. Diller
Title: President
