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. 4)
                       ___________________
   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:	$882	Filing party: PIP Partners - 
General, LLC
Form or registration no.:	Schedule 14D-1/A	Date filed:            
December 12, 1996


	(Continued on following pages)
	(Page 1 of 5 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

	No Units of Limited Partnership Interest; however, 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) 

	0% of the Limited Partnership Interests.  100% of the 
general partnership interests of the Subject Company.
_________________________________________________________________
10.	Type of Reporting Person (See Instructions)

	00

	AMENDMENT NO. 4 TO SCHEDULE 14D-1/A

	This Amendment No. 4 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, 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 1.	SECURITY AND SUBJECT COMPANY.

	Item 1(b) is hereby supplemented and amended as follows:

	The Purchase Price has been increased to $495 per Unit, net 
to the seller in cash, without interest thereon and automatically 
reduced by the aggregate amount of distributions per Unit, if 
any, made or declared by the Partnership after November 8, 1996 
and on or prior to the Expiration Date, which remains as January 
3, 1997, midnight, New York, New York time, upon the terms and 
subject to the conditions set forth in the Offer.

ITEM 3.	PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE 
SUBJECT COMPANY.

	Item 3(b) is hereby supplemented and amended as follows:

	The information set forth in the letter to Limited Partners 
which is attached hereto as Exhibit (a)(20) is incorporated 
herein in its entirety by reference.

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 necessary to purchase the 
maximum number of Units sought pursuant to the Offer has been 
increased to $4,455,000.  The information set forth under the 
caption "PIP General Has The Funds" in the letter to Limited 
Partners which is attached hereto as Exhibit (a)(20) is 
incorporated herein in its entirety by reference.

ITEM 10.	ADDITIONAL INFORMATION.

	Item 10(f) is hereby supplemented and amended as follows:

	The information set forth in the letter to Limited Partners, 
dated December 18, 1996, and the press release dated December 19, 
1996, copies of which are attached hereto as Exhibits (a)(20) and 
(a)(21), respectively, is incorporated herein in its entirety by 
reference.

ITEM 11.	MATERIAL TO BE FILED AS EXHIBITS.

	Item 11 is hereby supplemented and amended by adding the 
following, copies of which are attached hereto as exhibits:

	(a)(20) Letter, dated December 18, 1996, from PIP Partners-
General, LLC, to the Limited Partners of Prometheus Income 
Partners.

	(a)(21) Press Release, dated December 19, 1996.

	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:	December 18, 1996


     PIP PARTNERS - GENERAL, LLC, a California limited liability 
     company

     By:  PromHill, Inc., a California corporation, its Manager


     By:/s/ Sanford Diller/
     Name Sanford Diller
     Title:  President

	EXHIBIT INDEX



EXHIBIT
NO.					TITLE

(a)(20)	Letter, dated December 18, 1996, from PIP Partners-
General, LLC, to the Limited Partners of Prometheus Income 
Partners.

(a)(21)	Press Release, dated December 19, 1996.






	EXHIBIT (a)(20)

PIP PARTNERS - GENERAL, LLC, AFFILIATE OF THE PARTNERSHIP, 
INCREASES AND MATCHES $495 OFFER BY NON-AFFILIATE

Special Committee Urges Limited Partners to Hold or Sell Only to 
PIP Partners - General, LLC 

OFFER EXPIRES FRIDAY, JANUARY 3, 1997
No Income Tax Until 1997

	PIP Partners - General, LLC ("PIP General"), an affiliate of 
the General Partner of your partnership, Prometheus Income 
Partners (the "Partnership"), has increased its offer to purchase 
your Units to $495 per Unit (the "PIP General Tender Offer").  
This price matches the offer made by an affiliate of Apollo 
Realty Advisors, Prom Investment Partners L.L.C. (collectively 
"Apollo") (the "Apollo Tender Offer"), which has no affiliation 
with your Partnership or general partner.

	You are urged to carefully consider the following before 
making any decisions:

- -	The Hardboard Siding Problem Affects the Value of Your 
Units.  Existence of the hardboard siding problem makes it 
difficult and far less desirable to sell the Partnership 
properties now.  Fewer buyers would be interested, and those who 
were would no doubt demand a substantial discount.  This would 
directly affect the value of your Units.

- -	You Should Profit, Not Anyone Else, From Resolution.  PIP 
General and your general partner want you, not anyone else, to 
profit the most from your investment.  The value of the 
Partnership's properties and the Units should increase if the 
hardboard siding problem is successfully resolved.  The Special 
Committee of your general partner, as a basis for recommending 
that you not sell your Units unless you must (and if you must, 
then you should sell them to PIP General), relied on the 
considerable experience that your general partner and its 
affiliates have in dealing with the hardboard siding problem at 
other properties in which they have material interests.  Although 
guaranties cannot be given, your general partner believes the 
hardboard siding problem can be successfully resolved and intends 
to do all that it can to achieve a successful resolution for the 
Partnership.  If you sell, you will not enjoy the benefits of 
such a resolution.

- -	It Is A Bet Worth Making.  How big a bet is the hardboard 
siding problem, Apollo asked in its letter to you on Friday, 
December 13, inferring no doubt that you should sell now, get 
out.  Don't be fooled: PIP General and Apollo are each willing to 
buy your Units now.  Obviously both believe it is a bet worth 
making.

- -	Sell To The Experienced Party, PIP General, If You Have To 
Sell.  If you must sell, please tender your Units to PIP General 
so that your general partner and its affiliates, who have 
substantial experience in dealing with the hardboard siding 
problem in other partnerships where they have significant 
interests,  continue to manage the hardboard siding problem to 
the maximum advantage of everyone, including you if not all of 
your Units are accepted in the tender offers.  Remember, less 
than half of the outstanding Units can be bought in both tender 
offers, and if more than that is tendered, cutbacks will have to 
be made.

- -	Your General Partner and Affiliates Have the Experience And 
Know-How.  Mr. Sanford N. Diller and his affiliates, who 
beneficially own your general partner and PIP General, have 
substantial experience in managing the business and legal aspects 
of the hardboard siding problem, including the complex litigation 
of the type that your Partnership has already commenced due to 
the problem.  Mr. Diller and his affiliates have been pursuing 
major litigation against manufacturers, subcontractors, insurers 
and others as a result of use of the same type of hardboard 
siding in other Northern California apartment projects where such 
parties have investments.  The lead case is scheduled for trial 
in February 1997, and the strategies, settlement negotiations 
(which have already commenced), and handling of the case will be 
important to the Partnership and how it deals with its litigation 
against many of the same parties.  Your Partnership should 
benefit from this knowledge and experience.

- -	Apollo Does Not Have Your General Partner's Experience Or 
Know-How.  Apollo has no involvement in the hardboard siding 
litigation, nor does it have the experience and know-how of your 
general partner in managing the overall problem.  It has not 
addressed the importance to the Partnership and the Limited 
Partners of (1) handling the hardboard siding problem as 
described above, or (2) the skill, knowledge, and experience 
possessed by affiliates of the general partner, including Maxim 
Property Management, which manages the Partnership properties, in 
dealing with the hardboard siding problem.

- -	PIP General Has The Funds.  PIP General and Mr. Diller have 
unconditional funding available to them to buy 100% of the Units 
tendered to PIP General.  To confuse investors, Apollo suggested 
in its December 13 letter that the funds are not available by 
twisting Mr. Diller's additional, gratuitous gesture of providing 
the Partnership with a letter from Bank of America indicating the 
bank's willingness to provide the funds.

- -	No Income Tax Consequence Until 1997 If You Tender To PIP 
General.  Any potential income tax gain you may have from the 
sale of your Units pursuant to this Offer will be deferred into 
the 1997 tax year, and as such you will not have any such gain 
for the 1996 tax year.  On the other hand, any such gain from 
acceptance of the Apollo Tender Offer may be recognized in the 
1996 tax year.

	Limited Partners who have already tendered their Units to 
PIP General will automatically receive the benefit of the $495 
purchase price and need not take any further action.  If you have 
tendered in response to the Apollo Tender Offer and wish to 
tender pursuant to the PIP General Tender Offer, you must 
withdraw your tender to Apollo by delivering a completed Notice 
of Withdrawal to The Herman Group, 2121 San Jacinto Street, 26th 
Floor, Dallas, Texas 75201, fax nos. (214) 999-9348 and (214) 
999-9323, no later than midnight, December 30, 1996, New York 
City time.  If you have not yet tendered your Units pursuant to 
the PIP General Tender Offer, or you have withdrawn your tender 
from Apollo and would like to tender to PIP General, please mail 
or fax a completed and executed copy of the Letter of Transmittal 
last provided to you by PIP General and all other documents 
required by the Letter of Transmittal, and mail or deliver them 
as follows:

BY MAIL:             IBJ Schroder Bank & Trust Company
                     Bowling Green Station
                     New York, NY 10274-0084
                     Attn: Reorganization Operations Dept.
			
BY HAND DELIVERY OR 
OVERNIGHT COURIER:   IBJ Schroder Bank & Trust Company
                     One State Street
                     New York, NY 10004
                     Attn: Securities Processing Window,
                     Sub-Cellular One
                     Telephone: (212) 858-2103
                     Facsimile:  (212) 858-2611

	If you have any questions or comments, need any additional 
forms, or if you receive any other offers, please call:

                     GEORGESON & COMPANY INC.
                     Wall Street Plaza
                     New York, NY 10005
                     Telephone: (800) 223-2064

                     PIP Partners - General, LLC, an affiliate of 
                     the general partner of your Partnership



NEW RELEASE

Contact:  Charles W. Garske,                  For Release
          Georgeson & Company Inc.        December 19, 1996

Telephone:	(212) 440-9916

PIP PARTNERS-GENERAL, LLC INCREASES OFFER PRICE TO $495 PER UNIT 
FOR PROMETHEUS INCOME PARTNERS

	Redwood City, California, December 19, 1996.  PIP Partners-
General, LLC (PIP General), announced today that it has increased 
its tender offer price to $495 per Unit for up to 9,000 
outstanding units of limited partnership interest (Units) in 
Prometheus Income Partners (the Partnership).  PIP General's 
offer matches a competing offer from an affiliate of Apollo 
Realty Advisors, which is not affiliated with the Partnership.  
Limited Partners who have already tendered their Units to PIP 
General will automatically receive the benefit of the $495 
purchase price and need not take any further action.

	A Special Committee of the Partnership's general partner has 
recommended that it is in the best interest of the Partnership, 
the Limited Partners, and the tenants and employees at the 
Partnership's properties that those partners who have a current 
or anticipated need or desire for liquidity should tender their 
Units to PIP General; those partners who do not have such a need 
or desire should retain their Units until the Partnership's 
hardboard siding problem has been resolved.

	The PIP General Offer, as increased, will remain open until 
midnight, January 3, 1997, New York time.  Any potential income 
tax gain tendering Limited Partners may have from the sale of 
their Units pursuant to the PIP General Offer will be deferred 
into the 1997 tax year.  As of the close of business on December 
18, 1996, approximately 812 Units had been tendered to PIP 
General and not withdrawn.

	Limited Partners who have tendered in response to the 
competing offer and who wish to tender pursuant to the PIP 
General Offer must withdraw their tender in the competing offer 
by delivering a completed Notice of Withdrawal to The Herman 
Group no later than midnight, December 30, 1996, New York City 
time.  A Notice of Withdrawal has previously been mailed to all 
Limited Partners.  Further information, including additional 
copies of a Notice of Withdrawal, may be obtained by calling 
Georgeson & Company Inc. at 1-800-223-2064.