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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 22, 2001

                           Prometheus Income Partners,
                        a California Limited Partnership
             (Exact name of registrant as specified in its charter)


           California                        000-16950          77-0082138
(State or other jurisdiction of             (Commission        (IRS Employer
 incorporation or organization)             File Number)     Identification No.)


350 Bridge Parkway, Redwood, California                         94065-1517
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:       (650) 596-5300


                                 Not Applicable
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          (Former name or former address, if changed since last report)


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Item 5.       Other Events.

On May 22, 2001, Prometheus Income Partners (the "Company") reached a settlement
with the remaining defendants in its litigation commenced in September 1996
relating to the Company's Timberleaf apartment property against the siding
manufacturer, the general contractor, the subcontractors and the architect
regarding problems stemming from the hardboard siding and other construction
defects. Under the terms of the Timberleaf settlement, the remaining defendants
have agreed to pay an aggregate of $4.86 million to the Company for the full and
final settlement of the claims against them. Of this amount, the Company will
receive a net amount of approximately $3.3 million, after payment of attorneys'
fees, costs and a litigation management fee of 3% of the gross settlement to an
affiliate of the Company's general partner. This settlement is subject to the
approval of the court. The Company intends to continue to pursue vigorously its
claims against the remaining defendants in the litigation regarding the
Company's Alderwood apartment property.











                                   SIGNATURES

           Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        PROMETHEUS INCOME PARTNERS,
                                        a California Limited Partnership

                                        By PROMETHEUS DEVELOPMENT CO., INC.,
                                        a California corporation,
                                        Its General Partner


Date: May 24, 2001                      By: /s/ John J. Murphy
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                                           John J. Murphy, Vice President