UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





þ
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended
            March
      31, 2009





ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the transition period from
            
            To





Commission
      file number:
            000-24816





National
      Property Analysts Master Limited Partnership(Exact
      name of registrant as specified in its
charter)





Delaware
                
                23-2610414(State
      or other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer Identification No.)230
      South Broad Street, MezzaninePhiladelphia,
      Pennsylvania
                
                19102(Address
      of principal executive offices)
                
                (Zip
      Code)





(215)
      790-4700(Registrant’s
      telephone number, including area
code)





[None]


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.


Yes
              þ
              No
               ̈


Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes
               ̈
              No
               ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer
             ̈
            
            Accelerated
      filer
             ̈Non-accelerated
      filer
             ̈
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company
            þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
               ̈
              No
              þ





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.




Class
              
              Outstanding
      at May 11, 2009Units
      of Limited Partnership Interest
              
              97,752
      units








NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP





INDEX





Page No.PART I.  FINANCIAL
      INFORMATIONItem
      1.  Combined Condensed Financial Statements
      (Unaudited)Combined
      Condensed Balance Sheets  - March 31, 2009 and December 31,
      2008
                                
                                1Combined
      Condensed Statements of Operations and Changes in Partners’
      Deficit-
      Three months ended March 31, 2009 and 2008
                                
                                2Combined
      Condensed Statements of Cash Flows-
      Three months ended March 31, 2009 and 2008
                                
                                3Notes
      to Combined Condensed Financial Statements
                                
                                4Item
      2.      Management’s Discussion and Analysis
      of Financial Condition and Results of Operations.
                                
                                8Item
      3.      Quantitative and Qualitative
      Disclosures about Market Risk.
                                
                                10Item
      4 T.  Controls and Procedures.
                                
                                10PART II.  OTHER
      INFORMATIONItem
      1.  Legal Proceedings.
                                
                                11Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
                                
                                11Item
      3.  Defaults Upon Senior Securities.
                                
                                11Item
      4.  Submission of Matters to a Vote of Security
      Holders.
                                
                                11Item
      5.  Other Information.
                                
                                11Item
      6.  Exhibits.
                                
                                11SIGNATURESSignatures
                                
                                12





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Balance Sheets


(in
thousands)





March 31,
                    
                    
                    December 31,2009
                    
                    
                    2008(Unaudited)AssetsRental
      property, at cost:Land
                    
                    $
                    7,582
                    
                    
                    $
                    7,582Buildings
                    
                    
                    107,066
                    
                    
                    
                    107,066Tenant-in-common
      property
                    
                    
                    22,662
                    
                    
                    
                    22,662137,310
                    
                    
                    
                    137,310Less:
      accumulated depreciation
                    
                    
                    70,981
                    
                    
                    
                    69,978Rental
      property, net
                    
                    
                    66,329
                    
                    
                    
                    67,332Cash
      and cash equivalents
                    
                    
                    831
                    
                    
                    
                    1,272Restricted
      cash
                    
                    
                    107
                    
                    
                    
                    63Investment
      securities available for sale, at market
                    
                    
                    3,051
                    
                    
                    
                    2,783Tenant
      accounts receivable, net of allowance of $30 as of March 31, 2009 and
      December 31, 2008, respectively
                    
                    
                    312
                    
                    
                    
                    55Unbilled
      rent receivable
                    
                    
                    1,139
                    
                    
                    
                    1,115Accounts
      receivable and other assets (1)
                    
                    
                    495
                    
                    
                    
                    924Total
      assets
                    
                    $
                    72,264
                    
                    
                    $
                    73,544Liabilities
      and Partners' DeficitWraparound
      mortgages payable (1)
                    
                    $
                    162,657
                    
                    
                    $
                    164,738Less:
      unamortized discount based on imputed interest rate of 12% (1)
                    
                    
                    56,846
                    
                    
                    
                    59,561Wraparound
      mortgages payable less unamortized discount (1)
                    
                    
                    105,811
                    
                    
                    
                    105,177Due
      to NPAEP (1)
                    
                    
                    3,248
                    
                    
                    
                    3,248Other
      borrowings (1)
                    
                    
                    194
                    
                    
                    
                    194Accounts
      payable and other liabilities (1)
                    
                    
                    2,845
                    
                    
                    
                    2,784Deferred
      revenue
                    
                    
                    80
                    
                    
                    
                    213Finance
      lease obligation
                    
                    
                    1,750
                    
                    
                    
                    1,750Total
      liabilities
                    
                    
                    113,928
                    
                    
                    
                    113,366Partners'
      deficit
                    
                    
                    (41,664
                    )
                    
                    
                    (39,822
                    )Total
      liabilities and partners' deficit
                    
                    $
                    72,264
                    
                    
                    $
                    73,544





(1)See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements.


1





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Statements of Operations and Changes in Partners' Deficit
(unaudited)


(in
thousands, except per-unit data)





Three months ended
                          March 31,2009
                        
                        
                        2008Income:Rental
      income
                        
                        $
                        3,248
                        
                        
                        $
                        3,228Other
      charges to tenants
                        
                        
                        926
                        
                        
                        
                        894Interest
      and dividend income
                        
                        
                        63
                        
                        
                        
                        29Total
      income
                        
                        
                        4,237
                        
                        
                        
                        4,151Operating
      expenses:Interest
      expense (1)
                        
                        
                        3,130
                        
                        
                        
                        2,995Real
      estate taxes
                        
                        
                        742
                        
                        
                        
                        721Management
      fees (1)
                        
                        
                        148
                        
                        
                        
                        153Common
      area maintenance expenses
                        
                        
                        568
                        
                        
                        
                        493Ground
      rent (1)
                        
                        
                        193
                        
                        
                        
                        202Repairs
      and maintenance
                        
                        
                        95
                        
                        
                        
                        89General
      and administrative (1)
                        
                        
                        133
                        
                        
                        
                        122Depreciation
                        
                        
                        1,003
                        
                        
                        
                        990Amortization
                        
                        
                        20
                        
                        
                        
                        30Total
      operating expenses
                        
                        
                        6,032
                        
                        
                        
                        5,795Operating
      loss
                        
                        
                        (1,795
                        )
                        
                        
                        (1,644
                        )Other
      loss:Realized
      loss on investment securities
                        
                        
                        (22
                        )
                        
                        
                        (18
                        )Loss
      from continuing operations
                        
                        
                        (1,817
                        )
                        
                        
                        (1,662
                        )Discontinued
      operations:Loss
      from operations of discontinued components
                        
                        
                        -
                        
                        
                        
                        (70
                        )Gain
      on disposition of properties
                        
                        
                        -
                        
                        
                        
                        1,474Net
      loss
                        
                        
                        (1,817
                        )
                        
                        
                        (258
                        )Partners'
      deficit:Beginning
      of period
                        
                        
                        (39,822
                        )
                        
                        
                        (33,870
                        )Net
      change in unrealized loss on investment securities
                        
                        
                        (25
                        )
                        
                        
                        (187
                        )End
      of period
                        
                        $
                        (41,664
                        )
                        
                        $
                        (34,315
                        )Net
      loss per unit
                        
                        $
                        (18.59
                        )
                        
                        $
                        (2.64
                        )Weighted
      average units outstanding
                        
                        
                        97,752
                        
                        
                        
                        97,752





(1) See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements.


2





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Statements of Cash Flows (unaudited)


(in
thousands, except per-unit data)





Three months ended March 31,2009
                    
                    
                    2008Cash
      flows from operating activities:Net
      loss
                    
                    $
                    (1,817
                    )
                    
                    $
                    (258
                    )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                    
                    
                    1,023
                    
                    
                    
                    1,032Amortization
      of discount (1)
                    
                    
                    2,715
                    
                    
                    
                    2,627Net
      gain on disposition of properties
                    
                    
                    -
                    
                    
                    
                    (1,474
                    )Realized
      loss on investment securities
                    
                    
                    22
                    
                    
                    
                    18Change
      in assets and liabilitiesIncrease
      in tenant accounts receivable
                    
                    
                    (257
                    )
                    
                    
                    (45
                    )Increase
      in unbilled rent receivable
                    
                    
                    (24
                    )
                    
                    
                    (27
                    )Decrease
      in accounts receivable and other assets (1)
                    
                    
                    409
                    
                    
                    
                    972Increase
      (decrease) in accounts payable and other liabilities (1)
                    
                    
                    61
                    
                    
                    
                    (233
                    )Decrease
      in deferred revenue
                    
                    
                    (133
                    )
                    
                    
                    (191
                    )Net
      cash provided by operating activities
                    
                    
                    1,999
                    
                    
                    
                    2,421Cash
      flows from investing activities:Disposition
      of properties
                    
                    
                    -
                    
                    
                    
                    2,012Improvements
      to rental property
                    
                    
                    -
                    
                    
                    
                    (937
                    )(Increase)
      decrease in restricted cash
                    
                    
                    (44
                    )
                    
                    
                    47Purchase
      of investment securities
                    
                    
                    (854
                    )
                    
                    
                    (829
                    )Sale
      of investment securities
                    
                    
                    539
                    
                    
                    
                    485Net
      cash provided (used) by investing activities
                    
                    
                    (359
                    )
                    
                    
                    778Cash
      flows from financing activities:Payments
      on wraparound mortgages (1)
                    
                    
                    (2,081
                    )
                    
                    
                    (3,945
                    )Increase
      in due to NPAEP (1)
                    
                    
                    -
                    
                    
                    
                    58Net
      cash used in financing activities
                    
                    
                    (2,081
                    )
                    
                    
                    (3,887
                    )Decrease
      in cash and cash equivalents
                    
                    
                    (441
                    )
                    
                    
                    (688
                    )Cash
      and cash equivalents:Beginning
      of period
                    
                    
                    1,272
                    
                    
                    
                    2,128End
      of period
                    
                    $
                    831
                    
                    
                    $
                    1,440Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                    
                    $
                    465
                    
                    
                    $
                    555Supplemental
      disclosure of non-cash investing and financing activities:Note
      receivable arising from property sale transactions
                    
                    $
                    -
                    
                    
                    $
                    327





(1)See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements.


3


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


March 31,
2009


(dollars
in thousands)





Note 1:  Basis of
Presentation




The
accompanying unaudited Combined Condensed Financial Statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America and with the instructions to Form
10-Q.  Certain information and accounting policies and footnote
disclosures normally included in financial statements prepared in conformity
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such instructions, although NPAMLP
believes that the included disclosures are adequate for a fair
presentation.  The information furnished reflects all adjustments
(consisting of normal recurring adjustments), which are, in the opinion of
management, necessary for a fair summary of the financial position, results of
operations and cash flows for the interim periods presented.  These
Combined Condensed Financial Statements should be read in conjunction with the
Combined Condensed Financial Statements and notes thereto filed with Form 10-K
for the year ended December 31, 2008.





Note 2:  Formation
and Description of Business





National
Property Analysts Master Limited Partnership (NPAMLP), a limited partnership,
was formed effective January 1, 1990.  NPAMLP is owned 99% by the
limited partners and 1% collectively by EBL&S, Inc., the managing general
partner, and Feldman International, Inc. (“FII”), the equity general
partner.





The
properties included in NPAMLP consist primarily of regional shopping centers or
malls with national retailers as anchor tenants.  The ownership and
operations of these properties have been combined in NPAMLP.





The
financial statements include the accounts of partnerships that contributed their
interests to NPAMLP and certain partnerships whose partnership interests were
not contributed as of the effective date of NPAMLP’s formation on January 1,
1990, but were allocated their interests in NPAMLP as if their partnership
interests had been contributed on January 1, 1990.





Note 3:  Related
Party Transactions





Management
fees, leasing commissions and certain administrative services, including legal
fees are paid to EBL&S Property Management, Inc (EBL&S), which is owned
entirely by E&H Properties, Inc (E&H), a corporation owned and
controlled by Edward B. Lipkin (Lipkin), a related party.  Management
fees are paid exclusively to EBL&S and are included in the Combined
Condensed Statements of Operations.  Leasing commissions are deferred
over the life of their respective leases and are included in Accounts receivable
and other assets on the Combined Condensed Balance Sheet at March 31, 2009.
Certain administrative services, including legal fees, are reimbursed to
EBL&S and are included in General and administrative expense on the Combined
Condensed Statements of Operations. National Property Analysts Employee
Partnership (NPAEP) holds the Wraparound mortgages payable.  Lipkin
controls NPAEP, which owns 100% of the outstanding balance of the Wraparound
mortgages payable.  Due to NPAEP, unamortized discount and interest
expense are all financial statement accounts that relate directly to the
Wraparound mortgages payable.  Other borrowings represent amounts due
to E&H Properties of Delaware, Inc, (“EHD”), an affiliate of
E&H.  Included within Accounts payable and other liabilities is
$2,287 and $2,221 due EBL&S at March 31, 2009 and December 31, 2008,
respectively.




As of
March 31, 2009, NPAMLP had an outstanding line of credit (the NPAMLP Line) with
EHD, under which EHD has agreed to advance up to $2,500 to NPAMLP for the
purposes of making capital and tenant improvements to the
properties.  The line bears interest at a variable rate, based on the
prime rate (3.25% at March 31, 2009), and has no expiration date. Any amounts
advanced to NPAMLP are not directly secured by any collateral. Pursuant to the
terms of the NPAMLP Line, the obligation of EHD to make advances to NPAMLP is at
all times in the sole and absolute discretion of EHD.  As of March 31,
2009, there were $194 of advances and $122 of related accrued interest due under
the NPAMLP Line.


4


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


March 31,
2009


(dollars
in thousands)




In
October 2007, NPAEP acquired from the unrelated third party owners,
approximately 82% of the undivided interest in one of the parcels in Marquette,
Michigan that is ground leased by NPAMLP. The terms of the ground lease were
unchanged. As a result of the purchase, NPAEP receives $18 annually in ground
rental payments from NPAMLP.





Note 4:  Major
Tenants





NPAMLP’s
primary anchor tenants are Sun Microsystems (the tenant at the tenant-in-common
property), Sears Holdings Corporation and its subsidiaries (“Sears”) and CVS
Corporation (“CVS”).  The number of locations, gross leaseable area
(“GLA”) and percentage of minimum rent for these tenants for the three-month
period ended March 31, 2009 and 2008, are detailed in the table
below.  As of March 31, 2009, Sears owed NPAMLP approximately $121
under its leases with NPAMLP.  Sun Microsystems and CVS had no
outstanding balances due under its leases with NPAMLP at March 31,
2009.




As of March 31, 2009
                  
                  
                  As of March 31, 2008Tenant
                  
                  No.
                    Locations
                  
                  
                  GLA
                  
                  
                  % of
                    Minimum
                    Rent
                  
                  
                  No.
                    Locations
                  
                  
                  GLA
                  
                  
                  % of
                    Minimum
                    RentSun
      Microsystems
                  
                  
                  1
                  
                  
                  
                  249,832
                  
                  
                  
                  23%
                  
                  
                  
                  1
                  
                  
                  
                  249,832
                  
                  
                  
                  23%Sears
                  
                  
                  7
                  
                  
                  
                  703,300
                  
                  
                  
                  18%
                  
                  
                  
                  7
                  
                  
                  
                  703,300
                  
                  
                  
                  18%CVS
                  
                  
                  5
                  
                  
                  
                  56,770
                  
                  
                  
                  14%
                  
                  
                  
                  5
                  
                  
                  
                  56,770
                  
                  
                  
                  14%





Note 5:  Future
Interest Agreement





In March
2003, NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of January
1, 2003 (the “2003 Agreement”), in which NPAEP and PVPG agreed with NPAMLP to
modify the terms of Wrap Mortgages held by NPAEP and PVPG.  The terms
of the 2003 Agreement provided that NPAEP and PVPG: (a) reduce to 4.1% per year
the annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap Note that
bears a stated annual interest rate in excess of that amount (the reduction in
the interest rate was evaluated by NPAMLP in accordance with Emerging Issues
Task Force 96-19, Debtor’s Accounting for a Modification or Exchange of Debt
Instruments, and was determined not to be a substantial modification of terms as
defined therein); (b) remove certain of the properties secured by the NPAEP and
PVPG Wrap Mortgages from the burden of the cross-default and
cross-collateralization provisions currently contemplated by the Restructuring
Agreement effective as of January 1, 1990 by and among MLPG, NPAMLP, National
Property Analysts, Inc. and others; and (c) agree to release the lienof the Wrap Mortgages from
the Properties upon a sale of or the agreement of a leasehold estate in any
Property prior to the maturity of the applicable Wrap Note.  In
consideration for the above, NPAMLP will modify the NPAEP Wrap Mortgages and the
PVPG Wrap Mortgages to provide that (i) there is an event of default under the
applicable NPAEP Wrap Mortgages or PVPG Wrap Mortgages, as the case may be, if a
judgment or other lien isentered against the title
or lease-holding entity thereby entitling NPAEP or PVPG, as the case may be, to
avail itself of the post-default rights or remedies under the relevant security
document; and (ii) for cross-default and cross-collateralization among the
Unaudited Partnerships and, separately, among the Audited
Partnerships.  In addition NPAMLP shall execute and deliver to NPAEP
or PVPG, as the case may be, a currently recordable deed of future interest (or
assignment of future leasehold interest) sufficient to convey to NPAEP or PVPG,
as the case may be, all of NPAMLP’s right, title, interest and estate in and to
its fee or leasehold interest in the encumbered properties effective upon the
maturity on December 31, 2013 of the NPAEP Wrap Mortgages and the PVPG Wrap
Mortgages unless the Wrap Mortgages have previously been paid in
full.


5


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


March 31,
2009


(dollars
in thousands)





The
Managing General Partner believes that the execution and delivery of the 2003
Agreement will have the following effects for NPAMLP as a result of the
reduction in the annual interest rate on the NPAEP Wrap Notes and The PVPG Wrap
Notes (i) NPAMLP has realized reductions in interest that it otherwise would
have been obligated to pay during the period between January 1, 2003 and
December 31, 2013 when these loans mature and (ii) NPAMLP will be able to
allocate a greater portion of its available cash flow to principal
repayments.  As a result of the faster repayment of principal, the
Limited Partners will recognize additional taxable income (or smaller tax
losses) in each year from 2003 until the maturity of the NPAEP Wrap Mortgages
and the PVPG Wrap Mortgages.  In addition, the anticipated date of
dissolution of NPAMLP will now occur in 2013 rather than
2015.  Further, because the reduced interest rate is below the
Applicable Federal Rate (“AFR”) prescribed under Section 1274, Internal Revenue
Code of 1986, as amended, investors in Unaudited Partnerships have recognized
non-recurring ordinary income (forgiveness of indebtedness) in
2003.  The tax impact of this recognition depended upon numerous
factors related to each investor’s particular tax situation, including his
marginal tax rate and his suspended passive losses from prior
years.





Under the
terms of the Restructuring Agreement, all Wrap Mortgages owned by NPAEP or PVPG
are due and payable in substantial “balloon” amounts on December 31,
2013.  Assuming no sales of Properties by NPAMLP in the interim period
(2008 through 2013) the projected balance due for all of the Wrap Mortgages at
December 31, 2013 is expected to approximate $118,000.  As described
above, in return for the reduction in interest rate and other consideration set
forth above, including the satisfaction of the Wrap Mortgages due on December
31, 2013, NPAMLP’s Managing General Partner has agreed to deliver deeds of
future interest and assignments of leasehold interest, to be recorded currently,
effective December 31, 2013, to NPAEP and PVPG.  NPAMLP’s Managing
General Partner has determined that it is in the best interests of NPAMLP and
its partners to do so.  The effect of these deeds and assignments will
be to facilitate a transfer of fee and leasehold ownership to the holders of the
Wrap Mortgages at maturity (unless the Wrap Mortgages have been previously paid
in full).  Notwithstanding the foregoing, NPAEP and PVPG have agreed
in the 2003 Agreement to (a) release the liens of the Wrap Mortgages and (b)
deliver such deeds of future interest, assignments of leasehold interests, or
other documents or instruments as are necessary to facilitate or effect such
sales of the Properties prior to December 31, 2013 as the Managing General
Partner shall otherwise deem desirable.  The costs incurred arising
from the recordation of any of the documents described in the 2003 Agreement
shall be borne by NPAEP or PVPG, as the case may be.  The Managing
General Partner believes that the result of the forgoing actions taken pursuant
to the 2003 Agreement will preserve all rights of the Limited Partners under the
Restructuring Agreement, including their right to share in certain sales
proceeds or cash flows prior to maturity of the Wrap Mortgages.





Neither
NPAMLP, NPAEP nor PVPG were represented by independent counsel or retained other
independent advisers or consultants in connection with the negotiation,
execution or delivery of the 2003 Agreement.  Nonetheless, the
Managing General Partner believes that the transactions permitted or
contemplated by the 2003 Agreement are fair and equitable to NPAMLP and the
other parties involved.





Note 6: Commitments and
Contingencies





In June
2006, NPAMLP and a limited liability company controlled by Lipkin (“ARJAX”)
entered into an agreement with an anchor tenant (the “Agreement”), whereby the
lease with the anchor tenant would be assigned to NPAMLP or ARJAX effective
February 2009 (the “Effective Date”).  In consideration for the
assignment, the anchor tenant would receive payments totaling $2,550 during the
period from June 2006 through the Effective Date.  To date, ARJAX has
remitted $1,400 to the anchor tenant in accordance with the terms of the
Agreement. In addition, the anchor tenant will be obligated to complete, by the
Effective Date, $500 in repairs or improvements which would otherwise be the
responsibility of NPAMLP to six other stores leased from NPAMLP. Under the
Agreement, the commitment to the anchor tenant is borne by ARJAX and NPAMLP,
however it is anticipated that ARJAX shall fund all of the consideration due. In
September 2006, NPAMLP sold the property encumbered by the affected anchor
tenant lease to ARJAX.  NPAMLP would be liable for the payments
required under the Agreement should ARJAX fail to do so.  Lipkin has
personally guaranteed the obligations to the anchor tenant under the Agreement.
In June 2008, the Agreement was amended extending the Effective Date to January
31, 2011.


6


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


March 31,
2009


(dollars
in thousands)




Note 7: Disposition of
Property




In
January 2008, NPAMLP sold the property in Yazoo City, Mississippi. As a result
of this transaction, NPAMLP recognized a net gain on sale in the amount of
$1,515. The sale generated $2,072 in net proceeds (excluding a 7% promissory
note of $300 due in January 2013. This note was paid off by the buyer in March
2009), of which $2,000 was remitted to NPAEP and applied as a principal
reduction on the balance of the wraparound mortgage.  The principal
balance of the wraparound mortgage on the Yazoo City property, in the amount of
$1,076, remains a liability of NPAMLP.  In March 2008, NPAMLP sold the
remaining property in Wheelersburg, Ohio. As a result of this transaction,
NPAMLP recognized a net loss on sale of $41.  The net proceeds from
this transaction in the amount of $27 were retained by NPAMLP.  The
principal balance of the wraparound mortgage on the Wheelersburg property, in
the amount of $1,094, remains a liability of NPAMLP.





Note 8: Recent Accounting
Pronouncements





In
January 2009, FASB issued FSP EITF 99-20-1, “Amendments to the Impairment
Guidance of EITF Issue No. 99-20 (“FSP EITF 99-20-1”). FSP EITF 99-20-1 is
effective for interim and annual periods ending after December 15, 2008.
Retroactive application is not permitted. The adoption of FSP EITF 99-20-1 did
not have a significant impact on NPAMLP’s financial position or results of
operations.





In April
2009, the FASB issued FASB Staff Position No. 107-1 (“FSP FAS 107-1”) and APB
28-1 (“APB 28-1”), which amends FASB Statement No. 107, Disclosures about Fair
Value of Financial Instruments and APB Opinion NO. 28, Interim Financial
Reporting, to require disclosures about the fair value of financial instruments
for interim reporting periods. FSP FAS 107-1 and APB 28-1 will be effective for
interim reporting periods ending after June 15, 2009. The adoption of this staff
position is not expected to have a material impact on NPAMLP’s financial
position or results of operations.





In April
2009, the FASB issued FASB Staff Position No. 115-2 (“FSP FAS 115-2”) and FASB
Staff Position No. 124-2 (“FSP FAS 124-2”), which amends the
other-than-temporary impairment guidance for debt and equity securities. FSP FAS
115-2 and FSP FAS 124-2 shall be effective for interim and annual reporting
periods ending after June 15, 2009. The adoption of this staff position is not
expected to have a material impact on the NPAMLP’s financial position and
results of operations.


7


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





March 31,
2009


(dollars
in thousands)





Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





Liquidity and Capital
Resources





Net cash
provided by operating and investing activities for the three-month period ended
March 31, 2009 was $1,999 and $(359), respectively.  Net cash used in
financing activities was $2,081.  As a result of the above, there was
a $441 decrease in cash and cash equivalents for the three months ended March
31, 2009.  The decrease in cash was primarily due to an increase in
tenant accounts receivable and additional investment purchases. The increase in
accounts receivable is attributable to delays in payment primarily related to
the downturn in economic conditions over the last two quarters.





As of
March 31, 2009, NPAMLP had an outstanding line of credit (the NPAMLP Line) with
EHD, a related party, under which EHD has agreed to advance up to $2,500 to
NPAMLP for the purposes of making capital and tenant improvements to the
properties.  The line bears interest at a variable rate, based on the
prime rate (3.25% at March 31, 2009), and has no expiration date. Any amounts
advanced to NPAMLP are not directly secured by any collateral. Pursuant to the
terms of the NPAMLP Line, the obligation of EHD to make advances to NPAMLP is at
all times in the sole and absolute discretion of EHD.  As of March 31,
2009, there were $194 of advances and $122 of related accrued interest under the
NPAMLP Line.





In April
2008, the third party underlying mortgage on the Marquette, Michigan property
was refinanced.  As a result of this transaction, the balance of the
wrap mortgage indebtedness was increased by $407 and proceeds in the amount of
$407 will be used for capital improvements to the properties.





As of
March 31, 2009, the third party underlying mortgages were current for all the
properties.





As of
March 31, 2009, NPAMLP was not obligated for any capital
commitments.





Critical Accounting
Policies





There
were no significant changes to NPAMLP’s critical accounting policies and
estimates during the three-month period ended March 31, 2009.





Results of
Operations





NPAMLP
owned 24 properties at March 31, 2009 and March 31, 2008.




Loss from
continuing operations increased for the three-month period ended March 31, 2009
versus March 31, 2008 by $155.  The increase in the loss from
continuing operations was primarily due to an increase in interest expense and
common area maintenance expenses.  The increase in interest expense
was due to changes in amortization of the discount on the wraparound mortgages
from arising from changes in projected future cash flows on the wraparound
mortgages. The increase in common area maintenance expenses was due to
higher snow removal expenses in the first quarter of 2009 versus
2008.





In
January 2008, NPAMLP sold the property in Yazoo City, Mississippi. As a result
of this transaction, NPAMLP recognized a net gain on sale in the amount of
$1,515. The sale generated $2,072 in net proceeds (excluding a 7% promissory
note of $300 due in January 2013. This note was paid off by the buyer in March
2009), of which $2,000 was remitted to NPAEP and applied as a principal
reduction on the balance of the wraparound mortgage. The principal balance of
the wraparound mortgage on the Yazoo City property, in the amount of $1,076,
remains a liability of NPAMLP. In March 2008, NPAMLP sold the remaining property
in Wheelersburg, Ohio that was not sold in December 2007. As a result of this
transaction, NPAMLP recognized a net loss on sale of $41. The net proceeds from
this transaction in the amount of $27 were retained by NPAMLP. The principal
balance of the wraparound mortgage on the Wheelersburg property, in the amount
of $1,094, remains a liability of NPAMLP.


8


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





March 31,
2009


(dollars
in thousands)





Factors That May Influence
Future Results of Operations





Economic Conditions. 
  In the United States, recent market and economic conditions have resulted
in tighter credit conditions and negative growth through the first quarter of
2009.  As a result of these market conditions, the cost and
availability of credit has been and may continue to be adversely affected by
illiquid credit markets. Concern about the stability of the markets has led many
lenders and institutional investors to reduce, and in some cases, cease to
provide funding to borrowers. Since there are no balloon payments due on the
third party underlying mortgages until 2012, NPAMLP has less exposure to these
credit conditions. Continued turbulence in the U.S. and international markets
and economies may adversely affect the liquidity and financial condition of our
tenants and consequently, NPAMLP’s liquidity. If these market conditions
continue, they may limit the ability of our tenants, to timely refinance
maturing liabilities and access the capital markets to meet liquidity
needs.





Real Estate Asset
Valuation.  
 General economic conditions and the resulting impact on market conditions
or a downturn in tenants’ businesses may adversely affect the value of NPAMLP’s
assets. Periods of economic slowdown or recession in the U.S., a decrease in
market rental rates and/or market values of real estate assets, could have a
negative impact on the value of NPAMLP properties and related tenant
improvements.  If NPAMLP was required under Generally Accepted
Accounting Pronouncements to write down the carrying value of any properties to
the lower of cost or market due to impairment, or if as a result of an early
lease termination we were required to remove and dispose of material amounts of
tenant improvements that are not reusable to another tenant, NPAMLP’s results of
operations would be negatively affected.





Leasing Activity and Rental
Rates.     The amount of net rental income generated by NPAMLP
properties depends principally on the ability to maintain the occupancy rates of
currently leased space and to lease currently available space, and space
available from unscheduled lease terminations. The amount of rental income
generated also depends on the ability to maintain or increase rental rates at
the properties. Negative trends in one or more of these factors could adversely
affect rental income in future periods.




Forward Looking
Statements




From time
to time, management may provide information, whether orally or in writing,
including certain statements in this Quarterly Report on Form 10-Q, which are
deemed to be “forward-looking” within the meaning of the federal securities
laws.  These forward-looking statements reflect management’s current
beliefs and expectations with respect to future events and are based on
assumptions and are subject to risks and uncertainties and other factors outside
management’s control that may cause actual results to differ materially from
those projected.





The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and
similar expressions, as they relate to us, are intended to identify
forward-looking statements. Such statements reflect management’s current views
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended or using other similar expressions. Management does not
intend to update these forward-looking statements, except as required by law. In
accordance with the provisions of the federal securities laws, we are making the
limited partners aware that such forward-looking statements, because they relate
to future events, are by their very nature subject to many important factors
that could cause actual results to differ materially from those contemplated by
the forward-looking statements contained in this Quarterly Report on Form 10-Q,
our Annual Report on Form 10-K and any exhibits hereto or thereto. Such factors
include, but are not limited to: the outcome of litigation and regulatory
proceedings to which NPAMLP may be a party; actions of competitors; changes and
developments affecting our industry; quarterly or cyclical variations in
financial results; the ability to attract and retain tenants at market rates;
interest rates and cost of borrowing; management’s ability to maintain and
improve cost efficiency of operations; changes in economic conditions, political
conditions, and other factors that are set forth in the “Legal Proceedings”
section, the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section and other sections of this Quarterly Report on
Form 10-Q, as well as in our Annual Report on Form 10-K and Current Reports on
Form 8-K.


9


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





March 31,
2009


(dollars
in thousands)





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk





Not
applicable.





Item 4
T.  Controls and Procedures





NPAMLP’s
managing general partner, equity general partner and its agent’s chief financial
officer, after evaluating the effectiveness of NPAMLP’s disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or
15d-15(e)) as of the end of the period covered by this quarterly report, have
concluded, based on the evaluation of these controls and procedures required by
paragraph (b) of the Exchange Act Rules 13a-15 or 15d-15, that NPAMLP’s
disclosure controls and procedures were adequate and designed to ensure that
material information relating to NPAMLP would be made known to them by others
within NPAMLP or agents of NPAMLP.





There
were no changes in NPAMLP’s internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during NPAMLP’s last fiscal quarter that
have materially affected, or are reasonably likely to materially affect,
NPAMLP’s internal control over financial reporting.


10





PART
II - OTHER INFORMATION





Item 1. Legal
Proceedings


NPAMLP is
involved in various claims and legal actions arising in the ordinary course of
property operations.  In the opinion of the General Partners, the
ultimate disposition of these matters will not have a material adverse effect on
NPAMLP's financial position, results of operations or liquidity.





Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds





Not applicable.





Item 3. Defaults Upon Senior
Securities





Not applicable.





Item 4. Submission of
Matters to a Vote of Security Holders





Not applicable.





Item 5. Other
Information





None.





Item
6.  Exhibits




Exhibit
      No.
                  Description31.1
                  Certification
      Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.31.2
                  Certification
      Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.31.3
                  Certification
      Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.32.1
                  Certification
      Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.32.2
                  Certification
      Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.32.3
                  Certification
      Pursuant To Section 906 of Sarbanes-Oxley Act of
  2002.




11


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,
thereunto duly authorized.





National Property Analysts Master Limited
      Partnership(Registrant)Date:
                              May 11, 2009By:
                              EBL&S, Inc., its managing general
      partnerBy:
                              /s/ Edward B. LipkinName:
                              Edward
      B. LipkinTitle:
                              PresidentBy:
                              Feldman International, Inc., its equity general
      partnerBy:
                              /s/ Robert McKinneyName:
                              Robert
      McKinneyTitle:
                              President


12