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 MASTER FUND, L.P.
                       (Name of Subject Company (Issuer))

                           HATTERAS MASTER 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 29, 2006
                       (Date Tender Offer First Published,
                       Sent or Given to Security Holders)

                            CALCULATION OF FILING FEE

   --------------------------------------------------------------------------
    Transaction Valuation: $ 20,000,000(a) Amount of Filing Fee: $2,140.00(b)
   --------------------------------------------------------------------------

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

(b) Calculated at $107.00 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:  $2,140.00
                                  ----------------------------
         Form or Registration No.:  SC TO-I
                                    --------------------------
         Filing Party:  Hatteras Master Fund, L.P.
                        --------------------------------------
         Date Filed:  September 29, 2006
                      ----------------------------------------

[ ] 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 29, 2006 by Hatteras Master 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 $20,000,000 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 29, 2006.




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 30, 2006.

2. As of October 30, 2006, two (2) Partners validly tendered Interests and did
not withdraw such tenders prior to the expiration of the Offer. The 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, 2006 in the amount of $6,700,000.

4. The payment of the purchase price of the Interests or portions of Interests
tendered was made in the form of a promissory note issued to each Investor whose
tender was 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. The Partners whose tenders were accepted for purchase by the Fund and 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 respective
Interests tendered were wired to the account designated by each Partner in the
Letter of Transmittal on January 19, 2007.


                                    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 MASTER 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


April 5, 2007