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:
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(4)   Date Filed:







                        PROMETHEUS DEVELOPMENT CO., INC.

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

May 15, 2002

To the Limited Partners:

Prometheus  Development  Co., Inc., a California  corporation,  is continuing to
pursue the proposed merger in which all of the outstanding  limited  partnership
units of Prometheus  Income Partners would be acquired by PIP  Partners-General,
LLC, an  affiliate  of your  general  partner,  in an all-cash  transaction.  We
anticipate  that the final merger  consideration  to be offered will be at least
the $1,714 in cash per unit  previously  announced.  You can 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 because 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, the general partner will provide you
for free with a definitive proxy statement (when  available),  our Annual Report
on Form 10-K/A for the year ended December 31, 2001 and our Quarterly  Report on
Form 10-Q for the period ended March 31, 2002.  The definitive  proxy  materials
and  related  documents  also will be  available  for free at the SEC's  website
(www.sec.gov).  As of the date hereof,  we anticipate  mailing  definitive proxy
materials to our limited partners by the end of the second quarter.

Of course, there is no assurance that the proposed merger will be consummated.

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



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