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 MULTI-STRATEGY FUND I, L.P.
                       (Name of Subject Company (Issuer))

                      HATTERAS MULTI-STRATEGY FUND I, 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
                               8816 Six Forks Road
                                    Suite 107
                          Raleigh, North Carolina 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

                                December 28, 2005
                       (Date Tender Offer First Published,
                       Sent or Given to Security Holders)

                            CALCULATION OF FILING FEE

- -------------------------------------------------------------------------------
Transaction Valuation: $1,250,000 (a)     Amount of Filing Fee: $133.75 (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:  $133.75
                                  ----------------------------
         Form or Registration No.:  SC TO-I
                                    --------------------------
         Filing Party:  Hatteras Multi-Strategy Fund I, L.P.
                        --------------------------------------
         Date Filed:  December 28, 2005
                      -------------------------------------------------

[ ]      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 December 28, 2005 by Hatteras Multi-Strategy Fund I, 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
$1,250,000 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 December 28, 2005.

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 January 30, 2006.

2.   As of January 30, 2006, no Investors validly tendered Interests prior to
     the expiration of the Offer.

                                       2


                                    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 26, 2006