SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 13e-4)

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

KAISER VENTURES LLC

(Name of Subject Company (Issuer))

KAISER VENTURES LLC

(Name of Filing Person (Offeror))

CLASS A UNITS

(Title of Class Securities)

483101101

(CUSIP Number of Class of Securities)

Richard E. Stoddard

Chief Executive Officer

Kaiser Ventures LLC

3633 East Inland Empire Boulevard, Suite 480

Ontario, California 91764

(909) 483-8500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Theodore E. Guth, Esq.

Manatt, Phelps & Phillips, LLP

11355 West Olympic Boulevard

Los Angeles, California 90064

(310) 312-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$630,000	$24.76

* Previously paid. See below. For purposes of calculating the filing fee only, this amount is based on the purchase of 700,000 outstanding Class A Units at the tender offer price of $.90 per Unit.

¨ 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: $24.76 Filing Party: Kaiser Ventures LLC

Form or Registration No.: 005-81572 Date Filed: October 15, 2008

¨ 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:    ¨

SCHEDULE TO

(AMENDMENT NO. 3)

This Amendment No. 3 (the “Amendment”) to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on October 15, 2008 by Kaiser Ventures LLC (“Kaiser”), as amended by Amendment No. 1 to the Schedule TO filed with the SEC on October 29, 2008 and Amendment No. 2 to the Schedule TO filed with the SEC on November 13, 2008 (collectively, the “Schedule TO”). The Schedule TO relates to the offer by Kaiser of up to 700,000 Class A units (the “Units”) at $.90 per Unit (the “Offer to Purchase”).

Except as amended and supplemented hereby, all terms of the Offer to Purchase, the Company Offer (as defined in the Offer to Purchase) and all disclosures set forth in the Schedule TO and the Exhibits and schedules thereto remain unchanged. As of 5:00 p.m., Pacific Time, on November 13, 2008, 105,656 Units had been validly tendered and not properly withdrawn.

This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

ITEM 1. SUMMARY TERM SHEET.

The expiration date of the Company Offer has been changed from 3:00 p.m., Pacific Time, on Friday, November 14, 2008, to 3:00 p.m., Pacific Time, on Monday, December 1, 2008, unless further extended or earlier terminated. Accordingly, all references in the Offer to Purchase to “Friday, November 14, 2008,” including references under the heading “Summary Term Sheet,” are amended to read “Monday, December 1, 2008.”

ITEM 4. TERMS OF THE TRANSACTION.

The expiration date of the Company Offer has been changed from 3:00 p.m., Pacific Time, on Friday, November 14, 2008 to 3:00 p.m., Pacific Time, on Monday, December 1, 2008, unless further extended or earlier terminated. Accordingly, all references in the Offer to Purchase to “Friday, November 14, 2008,” including references under the heading “Summary Term Sheet,” are amended to read “Monday, December 1, 2008.”

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(2)(ii)	Letter to Unitholders dated November 14, 2008
(a)(5)(iii)	Press Release dated November 14, 2008

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.

KAISER VENTURES LLC Dated: November 14, 2008
By:	/s/ Terry L. Cook
	Name:	Terry L. Cook
	Title:	Executive Vice President – General Counsel

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
(a)(1)(i)	Offer to Purchase dated October 14, 2008*
(a)(1)(ii)	Letter of Transmittal*
(a)(2)	Letter to Unitholders dated October 14, 2008*
(a)(2)(ii)	Letter to Unitholders dated November 14, 2008**
(a)(5)(i)	Press Release dated October 14, 2008*
(a)(5)(ii)	Notice of Withdrawal from the MPF Offer*
(a)(5)(iii)	Press Release dated November 14, 2008**

* Previously filed with the Schedule TO

** Filed herewith

EX-99.(A)(2)(II)

EXHIBIT (a)(2)(ii)

November 14, 2008

Re: Extension of Expiration Date of Kaiser Offer

Dear Fellow Unitholder:

From our letter to you dated October 14, 2008, you are aware that we are offering to purchase up to 700,000 of our Class A Units at $.90 per Unit, without any deduction for transfer costs. Please note that we are extending the expiration date of the Offer. The Offer will now expire at 3:00 p.m., Pacific Time, on Monday, December 1, 2008, unless extended or earlier terminated by us. The Offer was previously scheduled to expire at 3:00 p.m., Pacific Time, on November 14, 2008.

To accept our offer, you must complete the BLUE Letter of Transmittal that was previously mailed to you on October 14, 2008 and return the completed Letter of Transmittal along with your Unit certificates and any other documents required by the Letter of Transmittal, to the following:

ACS Securities Services, Inc.

3988 North Central Expressway

Building 5, 6th Floor

Dallas, Texas 75204
Telephone: (866) 275-3703
Facsimile: (214) 887-7411

More detailed instructions for returning the Letter of Transmittal are set forth in the Offer to Purchase and Letter of Transmittal.

THE OFFER AND THE WITHDRAWAL RIGHTS RELATED TO OUR OFFER WILL EXPIRE AT 3:00 P.M., PACIFIC TIME, ON MONDAY, DECEMBER 1, 2008, UNLESS WE EXTEND THE OFFER (AS SO EXTENDED). We encourage you to act promptly. If the Offer is extended, we will issue a press release.

Please note that this letter is subject in its entirety to the terms and conditions of the Offer, as set forth in the Offer to Purchase. You should carefully read the Offer to Purchase.

Questions or requests for assistance in tendering your Units or requests for additional copies of the Offer to Purchase or the Letter of Transmittal may be directed to ACS Securities Services at the number set forth above.

Any other questions you may have concerning the Company Offer may be directed to Kaiser, at the number or email address set forth below:

Kaiser Ventures LLC

Telephone: (909) 483-8500

Facsimile: (909) 944-6605

Email: ir@kaiserventures.com

Sincerely,

/s/ Richard E. Stoddard

Richard E. Stoddard, Chief Executive Officer

Statements in this letter to Unitholders which are not purely historical, including statements regarding Kaiser’s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements. Such statements are subject to certain risks, uncertainties, and assumptions. We believe that our assumptions are reasonable. Nonetheless, it is likely that at least some of these assumptions will not come true. Accordingly, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, or projected. Our business could be affected by a number of other factors, including the risk factors listed from time to time in our reports including, but not limited to, the annual report on Form 10-KSB for the year ended December 31, 2007, and the quarterly reports on Form 10-Q for the quarters-ended March 31, 2008, June 30, 2008 and September 30, 2008.

EX-99.(A)(5)(III)

EXHIBIT (a)(5)(iii)

	KAISER VENTURES INC.	Corporate Headquarters 3633 Inland Empire Blvd. Suite 480 Ontario, CA 91764
		909.483.8500 909.944.6605
	News Release

Contact: Terry L. Cook (909) 483-8511

FOR IMMEDIATE RELEASE

KAISER VENTURES EXTENDS EXPIRATION DATE OF TENDER OFFER

ONTARIO, CA (November 14, 2008) — Kaiser Ventures LLC announced today that it is extending the expiration date of its previously announced offer to purchase up to 700,000 Class A Units. As amended, the offer will now expire at 3:00 p.m., Pacific Time, on December 1, 2008, unless extended or earlier terminated by Kaiser. The offer was previously scheduled to expire at 3:00 p.m., Pacific Time, on November 14, 2008.

Tenders of Units must be made on or prior to the expiration of the offer, and Units may be withdrawn at any time on or prior to the time the Units validly tendered are accepted for payment. As of 5:00 p.m., Pacific Time, on November 13, 2008, 105,656 Units had been validly tendered and not properly withdrawn.

The tender offer remains subject to various terms and conditions described in the Offer to Purchase and Letter of Transmittal that have been mailed to all Unitholders and filed with the U.S. Securities and Exchange Commission on Schedule TO-I on October 15, 2008 and to the amendment to Schedule TO-I filed on October 29, 2008. Unitholders should read the Tender Offer Statement, Offer to Purchase and Letter of Transmittal as it contains important information about the tender offer. Unitholders can obtain the Tender Offer Statement on Schedule TO-I and other filed documents for free at the SEC’s website at www.sec.gov. Unitholders can call ACS Securities Services, Inc., the depositary for the offer, at (866) 275-3703 or call or email Kaiser at (909) 483-8500 or ir@kaiserventures.com with questions and requests for information about the tender offer.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL KAISER’S CLASS A UNITS. THE COMPANY OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT KAISER FILES WITH THE SECURITIES AND EXCHANGE COMMISSION AND HAS DISTRIBUTED TO ITS UNITHOLDERS; COPIES ARE AVAILABLE FOR FREE FROM KAISER OR ON THE COMMISSION’S WEBSITE AT WWW.SEC.GOV. PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE COMPANY OFFER, UNITHOLDERS SHOULD CAREFULLY READ EACH OF THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE COMPANY OFFER.

Statements in this press release which are not purely historical, including statements regarding Kaiser’s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements. Such statements are subject to certain risks, uncertainties, and assumptions. Kaiser believes that Kaiser’s assumptions are reasonable. Nonetheless, it is likely that at least some of these assumptions will not come true. Accordingly, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, or projected. For example, Kaiser’s actual results could materially differ from those projected as a result of factors such as, but not limited to: Kaiser’s inability to complete the anticipated sale of its Eagle Mountain landfill project; litigation, including, among

others, claims that relate to Eagle Mountain, including the adverse federal land exchange litigation, pre-bankruptcy activities of Kaiser Steel Corporation, its predecessor, and asbestos claims; insurance coverage disputes; the impact of federal, state, and local laws and regulations on its permitting and development activities; competition; the challenge, reduction or loss of any claimed tax benefits, including Kaiser’s conclusion that the Company Offer will not result in Kaiser being treated as a “publicly traded partnership”; the impact of natural disasters on our assets; and/or general economic conditions in the United States and Southern California. Kaiser’s business could be affected by a number of other factors, including the risk factors listed from time to time in Kaiser’s reports including, but not limited to, the annual report on Form 10-KSB for the year-ended December 31, 2007 and the quarterly reports on Form 10-Q for the quarters-ended March 31, 2008, June 30, 2008 and September 30, 2008. Investors should not to place undue reliance on the forward-looking statements contained in this press release. Kaiser disclaims any obligation, and do not undertake, to update or revise any forward-looking statements in this press release.