EXHIBIT D

         ONLY COMPLETE THIS FORM IF YOU WISH TO CANCEL THE INSTRUCTIONS

                   YOU SUBMITTED ON YOUR LETTER OF TRANSMITTAL

                         NOTICE OF WITHDRAWAL OF TENDER

                             Regarding Interests in

                           HATTERAS MASTER FUND, L.P.

                   Tendered Pursuant to the Offer to Purchase
                             Dated December 24, 2008

                   THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
                    AT, AND THIS NOTICE OF WITHDRAWAL MUST BE
                     RECEIVED BY UMB FUND SERVICES, INC. BY,
           12:00 MIDNIGHT, EASTERN STANDARD TIME, ON JANUARY 27, 2009,
                          UNLESS THE OFFER IS EXTENDED.

                Complete This Notice of Withdrawal And Return To:

                           Hatteras Master Fund, L.P.,
                           c/o UMB Fund Services, Inc.
                                  P.O. Box 1623
                            Milwaukee, WI 53201-1623

                      Attention: Tender Offer Administrator
                              Phone: (800) 504-9070
                               Fax: (816) 860-3138


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Ladies and Gentlemen:

     The undersigned wishes to withdraw the tender of its limited partnership
interest in Hatteras Master Fund, L.P. (the "Fund"), or the tender of a portion
of such interest, for purchase by the Fund that previously was submitted by the
undersigned in a Letter of Transmittal dated ____________.

     Such tender was in the amount of:

          [ ]   The undersigned's entire limited partnership interest.

          [ ]  A portion of the undersigned's limited partnership interest
               expressed as a specific dollar value.

          $_____________

     The undersigned recognizes that upon the submission on a timely basis of
this Notice of Withdrawal of Tender, properly executed, the interest in the Fund
(or portion of such interest) previously tendered will not be purchased by the
Fund upon expiration of the tender offer described above.

SIGNATURE(S):

FOR INDIVIDUAL INVESTORS
AND JOINT TENANTS:                        FOR OTHER INVESTORS:


- ---------------------------------------   --------------------------------------
Signature                                 Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)


- ---------------------------------------   --------------------------------------
Print Name of Investor                    Signature
                                          (SIGNATURE OF OWNER(S) EXACTLY
                                          AS APPEARED ON SUBSCRIPTION AGREEMENT)


- ---------------------------------------   --------------------------------------
Joint Tenant Signature if necessary       Print Name of Signatory and Title
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)


- ---------------------------------------   --------------------------------------
Print Name of Joint Tenant                Co-signatory if necessary (SIGNATURE
                                          OF OWNER(S) EXACTLY AS APPEARED ON
                                          SUBSCRIPTION AGREEMENT)


                                          --------------------------------------
                                          Print Name and Title of Co-signatory

Date:
      ---------------


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