SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM 8-K

                            CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 22, 2000

                       Prometheus Income Partners,
                     a California Limited Partnership
            (Exact name of registrant as specified in its charter)

California                       000-16950            77-0082138
(State or other jurisdiction     (Commission          (IRS Employer
of incorporation or              File Number)         Identification No.)
organization)


350 Bridge Parkway, Redwood, California               94065-1517
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:  (650) 596-5300


                         Not Applicable
      (Former name or former address, if changed since last report)





Item 5.     Other Events.

On November 22, 2000, the Registrant mailed to each holder of limited
partnership units of the Registrant the letter (the "Letter") attached
hereto as Exhibit 99.1 regarding the proposed merger of the Registrant
with and into PIP Partners-General, LLC ("PIP Partners"). As set forth
in the Letter, PIP Partners has taken the actions reflected therein in
light of better than anticipated financial results of the Registrant
for the nine months ended September 30, 2000.


Item 7.     Financial Statements and Exhibits.

            (c)  EXHIBITS

                 99.1  Letter to The Limited Partners of the Registrant dated
                       November 22, 2000



SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                          Prometheus Income Partners,
                                          a California Limited Partnership
                                                 (Registrant)


Date: November 22, 2000                   By:  /s/ John J. Murphy
                                               John J. Murphy,
                                               Vice President






                        INDEX TO EXHIBITS

Exhibit Number                    Description

         99.1                     Letter to the Limited Partners of
                                  the Registrant dated November 22, 2000



Exhibit 99.1      Letter to The Limited Partners of the Registrant
                  dated November 22, 2000


                       PROMETHEUS DEVELOPMENT CO., INC.
                            350 Bridge Parkway
                         Redwood City, Ca 94065-1517
                             (650) 596-5393

                                                             November 22, 2000

To: 	The Limited Partners of Prometheus Income Partners

In June 2000, Prometheus Income Partners (the "Partnership") advised you of its
intent to hold a meeting of the Limited Partners of the Partnership to address
a proposal pursuant to which PIP Partners-General, LLC, which is an affiliate
of the Partnership's General Partner, would acquire by way of merger all of the
outstanding limited partner units not now owned by it. As originally proposed,
if the merger were approved and consummated, each Limited Partner would
receive $1,200 in cash for each Limited Partner Unit they hold. The parties
have continued to pursue this transaction by filing requisite preliminary proxy
and related materials with the Securities and Exchange Commission and by taking
other actions to facilitate the proposed transaction. However, in light of
better than anticipated financial results for the first nine months of fiscal
2000, PIP Partners-General has decided to obtain appraisals of each of the
Partnership's two properties, at its expense, in order better to assess the
fairness of the proposed merger terms. While it is the current intent of these
parties to proceed with the proposed merger, the parties may proceed with the
transaction on the same or different terms, or may determine not to proceed at
all, depending on the outcome of those appraisals. If the parties determine to
proceed, the appraisals will be included in the proxy materials to be provided
to you.

Preliminary proxy statements have been filed with the Securities and Exchange
Commission. If the parties determine to proceed with the merger, a definitive
proxy statement will be filed with the Securities and Exchange Commission and
distributed to Limited Partners with a proxy card for Limited Partners to
execute and return. In such event, read the definitive proxy statement when you
receive it because it will contain important information that expands upon and
clarifies the information contained in this letter. You can also obtain a
preliminary version of the proxy statement, and any other relevant documents,
for free at the Securities and Exchange Commission's web site at www.sec.gov.
The definitive proxy statement to be provided to you will provide further
information with respect to the proxy solicitation and the proposed merger,
including a detailed list of the participants in the proxy solicitation as well
as a description of their direct or indirect interests in the Partnership. Upon
request, once they become available, the General Partner will provide you for
free with a Proxy Statement, the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1999, the Partnership's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30,
2000, copies of each of which previously have been sent to each of the limited
partners, and the Amended and Restated Agreement and Plan of Merger dated as of
September 29, 2000.

On behalf of the General Partner, I thank you for your patience and support and
appreciate your consideration of these matters.


                                     Prometheus Development Co., Inc., a
                                     California corporation


                                        /s/ John J. Murphy
                                     By:  John J. Murphy
                                     Title:  Vice President