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
      1934


For the quarterly period
ended September
30, 2009


OR





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





For the
transition period from   to




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 November 12, 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  - September 30, 2009 and December 31,
      2008
                                    
                                    1Combined
      Condensed Statements of Operations and Changes in Partners’
      Deficit-
      Three and nine months ended September 30, 2009 and 2008
                                    
                                    2Combined
      Condensed Statements of Cash Flows-
      Nine months ended September 30, 2009 and 2008
                                    
                                    3Notes
      to Combined Condensed Financial Statements
                                    
                                    4Item
      2.
                                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                                    
                                    9Item
      3.
                                    Quantitative
      and Qualitative Disclosures about Market Risk.
                                    
                                    11Item
      4 T.
                                    Controls
      and Procedures.
                                    
                                    11PART II.  OTHER
      INFORMATIONItem
      1.
                                    Legal
      Proceedings.
                                    
                                    12Item
      2.
                                    Unregistered
      Sales of Equity Securities and Use of Proceeds.
                                    
                                    12Item
      3.
                                    Defaults
      Upon Senior Securities.
                                    
                                    12Item
      4.
                                    Submission
      of Matters to a Vote of Security Holders.
                                    
                                    12Item
      5.
                                    Other
      Information.
                                    
                                    12Item
      6.
                                    Exhibits.
                                    
                                    12SIGNATURESSignatures
                                    
                                    13





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Balance Sheets


(in
thousands)





September
      30,
                    
                    
                    December
      31,2009
                    
                    
                    2008(Unaudited)AssetsRental
      property, at cost:Land
                    
                    $
                    7,582
                    
                    
                    $
                    7,582Buildings
                    
                    
                    107,139
                    
                    
                    
                    107,066Tenant-in-common
      property
                    
                    
                    22,662
                    
                    
                    
                    22,662137,383
                    
                    
                    
                    137,310Less:
      accumulated depreciation
                    
                    
                    72,997
                    
                    
                    
                    69,978Rental
      property, net
                    
                    
                    64,386
                    
                    
                    
                    67,332Cash
      and cash equivalents
                    
                    
                    1,407
                    
                    
                    
                    1,272Restricted
      cash
                    
                    
                    127
                    
                    
                    
                    63Investment
      securities available for sale, at market
                    
                    
                    2,958
                    
                    
                    
                    2,783Tenant
      accounts receivable, net of allowance of $30 as of September 30, 2009 and
      December 31, 2008, respectively
                    
                    
                    26
                    
                    
                    
                    55Unbilled
      rent receivable
                    
                    
                    1,189
                    
                    
                    
                    1,115Accounts
      receivable and other assets (1)
                    
                    
                    535
                    
                    
                    
                    924Total
      assets
                    
                    $
                    70,628
                    
                    
                    $
                    73,544Liabilities
      and Partners' DeficitWraparound
      mortgages payable (1)
                    
                    $
                    158,685
                    
                    
                    $
                    164,738Less:
      unamortized discount based on imputed interest rate of 12% (1)
                    
                    
                    51,573
                    
                    
                    
                    59,561Wraparound
      mortgages payable less unamortized discount (1)
                    
                    
                    107,112
                    
                    
                    
                    105,177Due
      to NPAEP (1)
                    
                    
                    3,248
                    
                    
                    
                    3,248Other
      borrowings (1)
                    
                    
                    194
                    
                    
                    
                    194Accounts
      payable and other liabilities (1)
                    
                    
                    3,206
                    
                    
                    
                    2,784Deferred
      revenue
                    
                    
                    133
                    
                    
                    
                    213Finance
      lease obligation
                    
                    
                    1,750
                    
                    
                    
                    1,750Total
      liabilities
                    
                    
                    115,643
                    
                    
                    
                    113,366Partners'
      deficit
                    
                    
                    (45,015
                    )
                    
                    
                    (39,822
                    )Total
      liabilities and partners' deficit
                    
                    $
                    70,628
                    
                    
                    $
                    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
                                September 30,
                              
                              
                              Nine months ended
                                September 30,2009
                              
                              
                              2008
                              
                              
                              2009
                              
                              
                              2008Income:Rental
      income
                              
                              $
                              3,221
                              
                              
                              $
                              3,148
                              
                              
                              $
                              9,768
                              
                              
                              $
                              9,625Other
      charges to tenants
                              
                              
                              799
                              
                              
                              
                              596
                              
                              
                              
                              2,486
                              
                              
                              
                              2,434Interest
      and dividend income
                              
                              
                              48
                              
                              
                              
                              12
                              
                              
                              
                              174
                              
                              
                              
                              77Total
      income
                              
                              
                              4,068
                              
                              
                              
                              3,756
                              
                              
                              
                              12,428
                              
                              
                              
                              12,136Operating
      expenses:Interest
      expense (1)
                              
                              
                              3,204
                              
                              
                              
                              3,075
                              
                              
                              
                              9,517
                              
                              
                              
                              9,010Real
      estate taxes
                              
                              
                              746
                              
                              
                              
                              729
                              
                              
                              
                              2,231
                              
                              
                              
                              2,176Management
      fees (1)
                              
                              
                              133
                              
                              
                              
                              89
                              
                              
                              
                              435
                              
                              
                              
                              422Common
      area maintenance expenses
                              
                              
                              338
                              
                              
                              
                              325
                              
                              
                              
                              1,244
                              
                              
                              
                              1,210Ground
      rent (1)
                              
                              
                              432
                              
                              
                              
                              192
                              
                              
                              
                              819
                              
                              
                              
                              575Repairs
      and maintenance
                              
                              
                              125
                              
                              
                              
                              83
                              
                              
                              
                              305
                              
                              
                              
                              293General
      and administrative (1)
                              
                              
                              109
                              
                              
                              
                              146
                              
                              
                              
                              427
                              
                              
                              
                              445Depreciation
                              
                              
                              1,008
                              
                              
                              
                              1,014
                              
                              
                              
                              3,019
                              
                              
                              
                              3,017Amortization
                              
                              
                              19
                              
                              
                              
                              19
                              
                              
                              
                              56
                              
                              
                              
                              83Total
      operating expenses
                              
                              
                              6,114
                              
                              
                              
                              5,672
                              
                              
                              
                              18,053
                              
                              
                              
                              17,231Operating
      loss
                              
                              
                              (2,046
                              )
                              
                              
                              (1,916
                              )
                              
                              
                              (5,625
                              )
                              
                              
                              (5,095
                              )Other
      loss:Realized
      gain (loss) on investment securities
                              
                              
                              286
                              
                              
                              
                              (76
                              )
                              
                              
                              310
                              
                              
                              
                              (102
                              )Loss
      from continuing operations
                              
                              
                              (1,760
                              )
                              
                              
                              (1,992
                              )
                              
                              
                              (5,315
                              )
                              
                              
                              (5,197
                              )Discontinued
      operations:Loss
      from operations of discontinued components
                              
                              
                              -
                              
                              
                              
                              (128
                              )
                              
                              
                              -
                              
                              
                              
                              (334
                              )Gain
      on disposition of properties
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,474Net
      loss
                              
                              
                              (1,760
                              )
                              
                              
                              (2,120
                              )
                              
                              
                              (5,315
                              )
                              
                              
                              (4,057
                              )Partners'
      deficit:Beginning
      of period
                              
                              
                              (43,195
                              )
                              
                              
                              (36,005
                              )
                              
                              
                              (39,822
                              )
                              
                              
                              (33,870
                              )Net
      change in unrealized gain (loss) on investment securities
                              
                              
                              (60
                              )
                              
                              
                              (352
                              )
                              
                              
                              122
                              
                              
                              
                              (550
                              )End
      of period
                              
                              $
                              (45,015
                              )
                              
                              $
                              (38,477
                              )
                              
                              $
                              (45,015
                              )
                              
                              $
                              (38,477
                              )Net
      loss per unit
                              
                              $
                              (18.00
                              )
                              
                              $
                              (21.69
                              )
                              
                              $
                              (54.37
                              )
                              
                              $
                              (41.51
                              )Weighted
      average units outstanding
                              
                              
                              97,752
                              
                              
                              
                              97,752
                              
                              
                              
                              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)





Nine
      months ended September 30,2009
                                        
                                        
                                        2008Cash
      flows from operating activities:Net
      loss
                                        
                                        $
                                        (5,315
                                        )
                                        
                                        $
                                        (4,057
                                        )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                                        
                                        
                                        3,075
                                        
                                        
                                        
                                        3,112Amortization
      of discount (1)
                                        
                                        
                                        7,988
                                        
                                        
                                        
                                        7,675Net
      gain on disposition of properties
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,474
                                        )Realized
      (gain) loss on investment securities
                                        
                                        
                                        (310
                                        )
                                        
                                        
                                        102Change
      in assets and liabilitiesDecrease
      in tenant accounts receivable
                                        
                                        
                                        29
                                        
                                        
                                        
                                        59Increase
      in unbilled rent receivable
                                        
                                        
                                        (74
                                        )
                                        
                                        
                                        (82
                                        )Decrease
      in accounts receivable and other assets (1)
                                        
                                        
                                        333
                                        
                                        
                                        
                                        881Increase
      in accounts payable and other liabilities (1)
                                        
                                        
                                        422
                                        
                                        
                                        
                                        10Decrease
      in deferred revenue
                                        
                                        
                                        (80
                                        )
                                        
                                        
                                        (200
                                        )Net
      cash provided by operating activities
                                        
                                        
                                        6,068
                                        
                                        
                                        
                                        6,026Cash
      flows from investing activities:Disposition
      of properties
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,099Improvements
      to rental property
                                        
                                        
                                        (73
                                        )
                                        
                                        
                                        (951
                                        )(Increase)
      decrease in restricted cash
                                        
                                        
                                        (64
                                        )
                                        
                                        
                                        109Purchase
      of investment securities
                                        
                                        
                                        (3,840
                                        )
                                        
                                        
                                        (2,596
                                        )Sale
      of investment securities
                                        
                                        
                                        4,097
                                        
                                        
                                        
                                        1,523Net
      cash provided by investing activities
                                        
                                        
                                        120
                                        
                                        
                                        
                                        184Cash
      flows from financing activities:Payments
      on wraparound mortgages (1)
                                        
                                        
                                        (6,053
                                        )
                                        
                                        
                                        (7,753
                                        )Increase
      in wraparound mortgages (1)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        407Increase
      in due to NPAEP (1)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        56Net
      cash used in financing activities
                                        
                                        
                                        (6,053
                                        )
                                        
                                        
                                        (7,290
                                        )Increase
      (decrease) in cash and cash equivalents
                                        
                                        
                                        135
                                        
                                        
                                        
                                        (1,080
                                        )Cash
      and cash equivalents:Beginning
      of period
                                        
                                        
                                        1,272
                                        
                                        
                                        
                                        2,128End
      of period
                                        
                                        $
                                        1,407
                                        
                                        
                                        $
                                        1,048Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                                        
                                        $
                                        1,346
                                        
                                        
                                        $
                                        1,544Supplemental
      disclosure of non-cash investing and financing activities:Note
      receivable arising from property sale transactions
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        300





(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)
 September
30, 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. Pursuant to FASB’s authoritative
guidance,  subsequent events have been evaluated through November 10,
2009, the date these financial statements were available to be issued, and there
were no subsequent events to be reported.





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 September 30, 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
$2,397 and $2,221 due to EBL&S at September 30, 2009 and December 31, 2008,
respectively.




As of
September 30, 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 September 30, 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 September 30, 2009, there were $194 of advances and $125 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)
 September
30, 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 nine-month
period ended September 30, 2009 and 2008 are detailed in the table
below.  As of September 30, 2009, Sears owed NPAMLP approximately $11
under its leases with NPAMLP.  Sun Microsystems and CVS had no
outstanding balances due under its leases with NPAMLP at September 30,
2009.




As of September 30, 2009
                  
                  
                  As of September 30, 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
                  
                  
                  
                  19
                  %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 FASB’s
authoritative guidance, 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)
 September
30, 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
(2009 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 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 determined that it is in the best interests of NPAMLP and its
partners to do so.  The effect of these deeds and assignments is 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)
 September
30, 2009
 (dollars
in thousands)


In
September 2009, the anchor tenant at the property in Kalamazoo, Michigan elected
not to exercise a five year option to extend its lease, and accordingly the
anchor tenant space will become vacant effective March 1,
2010.  Although there is no third party underlying indebtedness on the
property, if NPAMLP is unable to find a new tenant NPAMLP may be unable to meet
its obligations under the ground lease and the property may be lost due to a
termination of the ground lease.





At
September 30, 2009, cash was held in multiple accounts maintained at three
separate financial institutions. At September 30, 2009 the total cash balance
held at these institutions was approximately $1,457. These balances exceeded
federally insured limits by approximately $853.





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
$1,019, 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 April
2009, the FASB issued authoritative guidance about Fair Value of Financial
Instruments to require disclosures about the fair value of financial instruments
for interim reporting periods. The guidance was effective for interim reporting
periods ending after June 15, 2009. NPAMLP has adopted the FASB guidance, which
did not have a significant impact on its combined condensed financial
statements. See Note 9 for additional disclosures about fair value
measurements.





In April
2009, the FASB issued authoritative guidance, which amended the
other-than-temporary impairment guidance for debt and equity securities. The
guidance was effective for interim and annual reporting periods ending after
June 15, 2009. NPAMLP has adopted the FASB guidance, which did not have a
significant impact on its combined condensed financial statements.





In April
2009, the FASB issued authoritative guidance for Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly. This guidance is
effective for interim reporting periods ending after June 15, 2009, and
NPAMLP adopted it as of April 1, 2009. This guidance did not change
NPAMLP’s fair value measurement techniques.





In
May 2009, the FASB issued authoritative guidance, which sets forth
principles and requirements for subsequent events, specifically (1) the
period during which management should evaluate events or transactions that may
occur for potential recognition and disclosure, (2) the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date, and (3) the disclosures that an entity should make
about events and transactions occurring after the balance sheet date. The
guidance is effective for interim reporting periods ending after June 15,
2009. NPAMLP has adopted the provisions of the guidance, which did not have a
material impact on its combined condensed financial statements.





In
June 2009, the FASB issued authoritative guidance to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about (1) a transfer
of its financial assets, (2) the effects of such a transfer on its
financial position, financial performance, and cash flows, and (3) a
reporting entity’s continuing involvement, if any, in the transferred financial
assets. The guidance is effective for annual reporting periods beginning after
November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter, with early
adoption prohibited. NPAMLP is currently evaluating the potential impact of the
adoption of the guidance, but does not believe that it will have a material
impact on its combined condensed financial statements.




7


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 Notes to
Combined Condensed Financial Statements (Unaudited)
 September
30, 2009
 (dollars
in thousands)
 In
June 2009, the FASB issued authoritative guidance to improve financial
reporting disclosure by companies involved with variable interest entities and
to provide more relevant and reliable information to users of financial
statements. The guidance is effective for annual reporting periods beginning
after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter, with
early adoption prohibited. NPAMLP is currently evaluating the potential impact
of the adoption of the guidance on its combined partnerships, but does not
believe that it will have a material impact on its combined condensed financial
statements.





In the
third quarter of 2009, NPAMLP adopted the Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC).  The ASC is now the single
official source of authoritative, nongovernmental generally accepted accounting
principles (“GAAP”), other than guidance issued by the SEC.  The adoption
of the ASC did not have any impact on NPAMLP’s combined condensed financial
statements included herein.





In
August 2009, the FASB issued Accounting Standards Update No 2009-05
(“ASC Update 2009-05”), an update to FASB ASC 820, Fair Value Measurements and
Disclosures.  This update provides amendments to reduce potential
ambiguity in financial reporting when measuring the fair value of
liabilities.  Among other provisions, this update provides clarification
that in circumstances, in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using one or more of the valuation techniques described in ASC Update
2009-05.  ASC Update 2009-05 will become effective for NPAMLP’s annual
combined condensed financial statements for the year ended December 31,
2009.  NPAMLP has not determined the impact that this update may have on
its combined condensed financial statements.





Note 9. Disclosure of Fair
Value of Financial Instruments





Effective
April 2009, NPAMLP adopted the provisions of FASB’s authoritative guidance to
require disclosures about fair value of financial instruments in both interim
and annual financial statements. This guidance also requires those disclosures
in summarized financial information at interim reporting periods.





The
following disclosure of estimated fair value was determined by NPAMLP using
available market information and appropriate valuation
methodologies.  However, considerable judgment is necessary to
interpret market data and develop estimated fair value.  Accordingly,
the estimates presented herein are not necessarily indicative of the amounts
NPAMLP could realize on disposition of the financial instruments at September
30, 2009 and December 31, 2008.  The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.





Cash
equivalents, marketable securities, receivables, accounts payable, and accrued
expenses and other liabilities are carried at amounts which reasonably
approximate their fair values as of September 30, 2009 and December 31,
2008.





The fair
value of the NPAMLP’s wraparound mortgages aggregate approximately $106 million
and $105 million as of September 30, 2009 and December 31, 2008,
respectively.  Management estimates that the carrying value
approximates the estimated fair value of the wraparound mortgages at September
30, 2009 and December 31, 2008.  In accordance with the guidance,
NPAMLP has determined the estimated fair value of its wraparound mortgages based
on discounted future cash flows at a current market rate.





Disclosure
about fair value of financial instruments is based on pertinent information
available to management as of September 30, 2009 and December 31,
2008.  Although NPAMLP is not aware of any factors that would
significantly affect the fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements since
September 30, 2009 and current estimates of fair value may differ significantly
from the amounts presented herein.


8


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 September
30, 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 nine-month period ended
September 30, 2009 was $6,068 and $120, respectively.  Net cash used
in financing activities was ($6,053).  As a result of the above, there
was a $135 increase in cash and cash equivalents for the nine months ended
September 30, 2009.  The increase in cash was primarily due to
decreases in accounts receivable over the nine-month period.





At
September 30, 2009, cash was held in multiple accounts maintained at three
separate financial institutions. At September 30, 2009 the total cash balance
held at these institutions was approximately $1,457. These balances exceeded
federally insured limits by approximately $853.





As
ofSeptember 30,
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 September 30, 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 September 30, 2009, there were $194 of advances and $125 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 property.





As of
September 30, 2009, the third party underlying mortgages were current for all
the properties.





As of
September 30, 2009, NPAMLP had no obligations for capital
commitments.





Critical Accounting
Policies





Other
than the disclosure detailed in Note 9, there were no significant changes to
NPAMLP’s critical accounting policies and estimates during the nine-month period
ended September 30, 2009.





Results of
Operations





NPAMLP
owned 24 properties at September 30, 2009 and September 30, 2008.




Loss from
continuing operations increased for the nine-month period ended September 30,
2009 versus September 30, 2008 by $118.  The increase in the loss from
continuing operations was primarily due to higher ground rent expense and
interest expense. The increase in ground rent is due to the settlement of ground
rent participation. The increase in interest expense was primarily due to the
interest expense recognized on the balance of the wraparound mortgages on
properties sold in prior years, as noted below. The increase in interest expense
is net of a reduction in interest expense arising from changes in amortization
of the discount on the wraparound mortgages due to changes in projected future
cash flows on the wraparound mortgages.





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 $1,019,
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.


9


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 September
30, 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 limited growth through the first nine months 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.     During the next twelve months 15 leases (excluding
the anchor tenant lease in Kalamazoo noted below), representing 7% of the net
leasable square footage of all NPAMLP properties, are scheduled to expire. 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.





In
September 2009, the anchor tenant at the property in Kalamazoo, Michigan elected
not to exercise a five year option to extend its lease, and accordingly the
anchor tenant space will become vacant effective March 1,
2010.  Although there is no third party underlying indebtedness on the
property, if NPAMLP is unable to find a new tenant NPAMLP may be unable to meet
its obligations under the ground lease and the property may be lost due to a
termination of the ground lease.





Tenant Credit Risk. In the
event of a tenant default, NPAMLP may experience delays in enforcing its rights
as a landlord and may incur substantial costs in protecting its investment.
NPAMLP management regularly evaluates its accounts receivable reserve policy in
light of its tenant base and general and local economic conditions. If economic
conditions persist or deteriorate further, NPAMLP may experience increases in
past due accounts, defaults, lower occupancy and reduced effective
rents. This condition would negatively affect NPAMLP’s future net income
and cash flows and could have a material adverse effect on NPAMLP’s financial
condition.





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.




10


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 September
30, 2009
 (dollars
in thousands)


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.





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.


11





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.


12


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:
                                        November 12, 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


13