UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              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

                     HATTERAS MULTI-STRATEGY TEI FUND, L.P.
                       (Name of Subject Company (Issuer))

                     HATTERAS MULTI-STRATEGY TEI FUND, L.P.
                       (Name of Filing Person(s) (Issuer))

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                       N/A
                      (CUSIP Number of Class of Securities)

                                David B. Perkins
                           8540 Colonnade Center Drive
                                    Suite 401
                                Raleigh, NC 27615
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                Communications on Behalf of the Filing Person(s))

                                 With a copy to:
                             Michael P. Malloy, Esq.
                           Drinker Biddle & Reath LLP
                                One Logan Square
                           Philadelphia, PA 19103-6996
                                  215-988-2700

                               September 28, 2007
                       (Date Tender Offer First Published,
                       Sent or Given to Security Holders)

                            CALCULATION OF FILING FEE

- --------------------------------------------------------------------------------
   Transaction Valuation: $ 9,000,000  (a)    Amount of Filing Fee: $276.30 (b)
- --------------------------------------------------------------------------------

(a) Calculated as the aggregate maximum value of Interests being purchased.

(b) Calculated at $30.70 per $1,000,000 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:  $276.30
                                  ----------------------------
         Form or Registration No.:  SC TO-I
                                    --------------------------
         Filing Party:  Hatteras Multi-Strategy TEI Fund, L.P.
                        --------------------------------------
         Date Filed:  September 28, 2007
                      ----------------------------------------

[_] 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 with the Securities and Exchange Commission
on September 28, 2007 by Hatteras Multi-Strategy TEI Fund, L.P. (the "Fund") in
connection with an offer (the "Offer") by the Fund to purchase limited
partnership interests ("Interests") in the Fund in an aggregate amount up to
$9,000,000 on the terms and subject to the conditions set out in the Offer to
Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase
and the Letter of Transmittal were previously filed as Exhibits B and C to the
Statement on September 28, 2007.



This is the final amendment to the Statement and is being filed to report the
results of the Offer. The following information is furnished pursuant to Rule
13e-4(c)(4):

1. Holders of Interests in the Fund ("Partners") that desired to tender an
Interest, or a portion thereof, for purchase were required to submit their
tenders by 12:00 midnight, Eastern Time, on October 26, 2007.

2. As of October 26, 2007, twelve (12) Partners validly tendered Interests and
did not withdraw such tenders prior to the expiration of the Offer. These
validly tendered Interests were accepted for purchase by the Fund in accordance
with the terms of the Offer.

3. The net asset value of the Interests tendered pursuant to the Offer was
calculated as of December 31, 2007 in the amount of $3,466,248.

4. The payment of the purchase price of the Interests or portions of Interests
tendered was made in the form of promissory notes issued to each of the
Investors whose tenders were accepted for purchase by the Fund in accordance
with the terms of the Offer. The promissory notes were held by UMB Fund
Services, Inc., the Fund's administrator, on behalf of such Investors, in
accordance with the terms of the Offer. Three Partners, whose tenders were
accepted for purchase by the Fund, did not tender their entire Interests in the
Fund, therefore, pursuant to the promissory notes issued to the Partners, the
Fund will pay to the Partners 100% of the Partners' unaudited net asset value of
the Interests tendered. Cash payments in the amount of the unaudited net asset
value of the Interests tendered were wired to the account(s) designated by such
Partners in their Letters of Transmittal on January 22, 2008. Nine (9) Partners,
whose tenders were accepted for purchase by the Fund, tendered their entire
Interests in the Fund; therefore, pursuant to the promissory notes issued to the
Partners, the Fund will pay to the Partners at least 95% of the Partners'
unaudited net asset value of the Interests tendered (the "Initial Payment"). The
Fund will pay the Partners a contingent payment (the "Post-Audit Payment") equal
to the excess, if any, of (1) the net asset value of the Interests tendered and
purchased as of September 30, 2007 (as it may be adjusted based upon the next
annual audit of the Fund's financial statements) over (2) the Initial Payment.
The Post-Audit Payment will be payable promptly after the completion of the
Fund's next annual audit. The Fund expects that the audit will be completed by
the end of May 2008. Initial Payments in the amount of at least 95% of the
Partners' unaudited net asset value of the Interests tendered were wired to the
account(s) designated by such Partners in their Letters of Transmittal on
January 22, 2008 and February 6, 2008.



                                    SIGNATURE

                  After due inquiry and to the best of my knowledge and belief,
I certify that the information set out in this statement is true, complete and
correct.


                HATTERAS MULTI-STRATEGY TEI FUND, L.P.

                By:      /s/ David B. Perkins
                         -----------------------------------
                         Name:  David B. Perkins
                         Title: President and Chairman of the Board of Directors


                HATTERAS INVESTMENT MANAGEMENT LLC,
                         as General Partner

                By:      /s/ David B. Perkins
                         -----------------------------------
                         Name:  David B. Perkins
                         Title: Managing Member


May 2, 2008