SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant  |_|
Filed by a Party other than the Registrant   |X|

Check the appropriate box:

|_|   Preliminary Proxy Statement        |_|   Confidential, for Use of the
|_|   Definitive Proxy Statement               Commission Only (as permitted by
|_|   Definitive Additional Materials          Rule 14a-6(e)(2))
|X|   Soliciting Material Pursuant to
      Rule 14a-11(c) or Rule 14a-12


          PROMETHEUS INCOME PARTNERS, a California limited partnership
                (Name of Registrant as Specified in Its Charter)

           PROMETHEUS DEVELOPMENT CO., INC., a California corporation
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

      (1)   Title of each class of securities to which transaction applies:


      (2)   Aggregate number of securities to which transaction applies:


      (3)   Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):



      (4)   Proposed maximum aggregate value of transaction:


      (5)   Total Fee Paid:


|_|   Fee paid previously with preliminary materials:

|_|   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the form or schedule and the date of its filing.

(1)   Amount previously paid:
(2)   Form, Schedule or Registration Statement no.:
(3)   Filing Party:
(4)   Date Filed:






                           PROMETHEUS INCOME PARTNERS

                               350 Bridge Parkway
                           Redwood City, CA 94065-1517
                                 (650) 596-5393


March 13, 2002


To the Limited Partners:

Prometheus Income Partners,  a California limited  partnership has filed revised
preliminary proxy materials with the Securities and Exchange Commission relating
to a proposed merger in which all of the outstanding  limited  partnership units
of  Prometheus  Income  Partners,  a  California  limited  partnership  would be
acquired by PIP  Partners-General,  LLC, a California limited liability company,
an affiliate of your general  partner,  in exchange for $1,714 in cash per unit.
You  will be  able to  obtain  the  revised  preliminary  version  of the  proxy
statement,  and any other  relevant  documents,  for free at the  Securities and
Exchange Commission's website at www.sec.gov.

Once a definitive  proxy statement  relating to a proposed  transaction has been
filed with the Securities and Exchange Commission, it will be distributed to our
limited  partners.  In such event,  read the definitive proxy statement when you
receive it, as it will  contain  important  information  that  expands  upon and
clarifies the information contained in this letter, including a detailed list of
participants  in the proxy  solicitation,  as well as their  direct and indirect
interests in the  partnership.  Upon request,  once they become  available,  the
general partner will provide you for free with a definitive  proxy statement and
our Annual Report on Form 10-K for the year ended December 31, 2001.

On behalf of your general partner,  I thank you and appreciate your patience and
consideration of these matters.


                                Prometheus Development Co., Inc., a California
                                corporation


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



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