<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended June 30, 2005.

                                       OR

[ ]  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 0-24816

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                         <C>
                Delaware                                 23-2610414
      (State of other jurisdiction          (I.R.S. Employer Identification No.)
      incorporated or organization)
</TABLE>

<TABLE>
<S>                                                      <C>
230 South Broad Street, Mezzanine Level,
       Philadelphia, Pennsylvania                           19102
(Address of principal executive offices)                 (Zip Code)
</TABLE>

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

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 [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of units of limited partnership interest outstanding as of
the latest practicable date.

<TABLE>
<S>                                           <C>
  Units of Limited Partnership Interest                 97,752 units
                 (Class)                      (Outstanding at August 12, 2005)
</TABLE>

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP

                                      INDEX

<TABLE>
<CAPTION>
                                                                        PAGE NO.
                                                                        --------
<S>                                                                     <C>
PART I. FINANCIAL INFORMATION

Item 1. Combined Financial Statements (Unaudited)

   Combined Balance Sheets - June 30, 2005 and December 31, 2004            1

   Combined Statements of Operations and Changes in Partners' Deficit
      - Three and six months ended June 30, 2005 and 2004                   2

   Combined Statements of Cash Flows
      - Six months ended June 30, 2005 and 2004                             3

   Notes to Combined Financial Statements                                   4

Item 2. Management's Discussion and Analysis of Results of
           Operations and Financial Condition.                              8

Item 3. Quantitative and Qualitative Disclosures about Market Risk.         9

Item 4. Controls and Procedures.                                           10

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.                                                 11

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.       11

Item 3. Defaults Upon Senior Securities.                                   11

Item 4. Submission of Matters to a Vote of Security Holders.               11

Item 5. Other Information.                                                 11

Item 6. Exhibits.                                                          11

SIGNATURES

   Signatures                                                              12
</TABLE>

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                             COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         JUNE 30,    DECEMBER 31,
                                                                           2005          2004
                                                                       -----------   ------------
                                                                       (UNAUDITED)
<S>                                                                    <C>           <C>
                               ASSETS

Rental property, at cost:
   Land                                                                 $ 10,671       $ 11,167
   Buildings                                                             151,549        156,440
                                                                        --------       --------
                                                                         162,220        167,607
   Less: accumulated depreciation                                         93,175         94,944
                                                                        --------       --------
      Rental property, net                                                69,045         72,663

Cash and cash equivalents                                                    993            902
Restricted cash                                                              896            806
Investment securities available for sale, at market                          958          1,137
Tenant accounts receivable, net of allowance of $30 for
   2005 and 2004, respectively                                               139             56
Unbilled rent receivable                                                     177            140
Accounts receivable and other assets (1)                                   2,270          1,987
                                                                        --------       --------
Total assets                                                            $ 74,478       $ 77,691
                                                                        ========       ========

                  LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                                        $200,968       $218,359
Less: unamortized discount based on imputed interest rate of 12% (1)      87,635         98,007
                                                                        --------       --------
      Wraparound mortgages payable less unamortized discount (1)         113,333        120,352

Due to Pension Groups (1)                                                  2,735          1,339
Other borrowings (1)                                                       1,528          1,558
Accounts payable and other liabilities (1)                                 3,438          2,937
Deferred revenue                                                             261            238
Finance lease obligation                                                   1,750          1,750
                                                                        --------       --------
      Total liabilities                                                  123,045        128,174

Unrealized gain on investment securities                                      45             77
Partners' deficit                                                        (48,612)       (50,560)
                                                                        --------       --------
      Total partners' deficit                                            (48,567)       (50,483)
                                                                        --------       --------
Total liabilities and partners' deficit                                 $ 74,478       $ 77,691
                                                                        ========       ========
</TABLE>

(1)  See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.

                                  1
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

 COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' DEFICIT (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER-UNIT DATA)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS             SIX MONTHS
                                                                        ENDED                   ENDED
                                                                       JUNE 30,                JUNE 30,
                                                                ---------------------   ---------------------
                                                                   2005        2004        2005        2004
                                                                ---------   ---------   ---------   ---------
<S>                                                             <C>         <C>         <C>         <C>
Income:
   Rental income                                                $   3,434   $   3,211   $   6,834   $   6,588
   Other charges to tenants                                         1,120       1,212       2,294       2,286
   Interest and dividend income                                        29          44          53          67
                                                                ---------   ---------   ---------   ---------
      Total income                                                  4,583       4,467       9,181       8,941
                                                                ---------   ---------   ---------   ---------

Operating expenses:
   Interest expense (1)                                             3,165       2,090       5,570       5,528
   Real estate taxes                                                  863         959       1,731       1,688
   Management fees (1)                                                271         204         446         398
   Common area maintenance expenses                                   480         714       1,151       1,435
   Ground rent                                                        140         219         316         404
   Repairs and maintenance                                            164         170         237         247
   General and administrative                                          17         320         279         688
   Depreciation                                                     1,208       1,183       2,448       2,477
   Amortization                                                        49          60         103         117
                                                                ---------   ---------   ---------   ---------
      Total operating expenses                                      6,357       5,919      12,281      12,982
                                                                ---------   ---------   ---------   ---------
      Operating loss                                               (1,774)     (1,452)     (3,100)     (4,041)

Other income (loss):
   Realized gain (loss) on investment securities                       --          25          (9)         50
                                                                ---------   ---------   ---------   ---------
      Loss from continuing operations                              (1,774)     (1,427)     (3,109)     (3,991)

Discontinued operations:
   Loss from operations of discontinued components                    (52)       (450)       (303)       (640)
   Gain on disposition of properties, net                             289          --         289       1,434
   Forgiveness of wraparound mortgages payable
      on disposition of properties (1)                              5,071       2,115       5,071       3,440
                                                                ---------   ---------   ---------   ---------
      Net income                                                    3,534         238       1,948         243

Partners' deficit:
   Beginning of period                                            (52,102)    (53,144)    (50,483)    (53,209)
Net change in unrealized (loss) gain on investment securities           1         (68)        (32)         (8)
                                                                ---------   ---------   ---------   ---------
   End of period                                                 ($48,567)   ($52,974)   ($48,567)   ($52,974)
                                                                =========   =========   =========   =========
Net income per unit                                             $   36.15   $    2.43   $   19.93   $    2.49
                                                                =========   =========   =========   =========
</TABLE>

(1)  See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

                                  2

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                  COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED JUNE 30, 2005
                                                                          ------------------------------
                                                                                   2005      2004
                                                                                 -------   -------
<S>                                                                       <C>              <C>
Cash flows from operating activities:
   Net income                                                                    $ 1,948   $   243
   Adjustments to reconcile net income to net cash
      provided by operating activities:
         Depreciation                                                              2,507     2,706
         Amortization of discount (1)                                              4,318     3,806
         Reduction in provision for bad debts                                         --      (120)
         Net gain on disposition of properties including forgiveness
            of wraparound mortgages payable (1)                                   (5,360)   (4,986)
         Gain on finance lease obligation                                             --      (400)
         Realized loss (gain) on investment securities                                 9       (50)
         Change in assets and liabilities:
               (Increase) decrease in tenant accounts receivable                     (83)      136
               Increase in unbilled rent receivable                                  (37)      (22)
               Increase in tenant leasing costs                                       --       (11)
               Increase in other assets (1)                                         (283)     (148)
               Increase (decrease) in accounts payable and other
                  liabilities (1)                                                    501      (337)
               Increase in deferred revenue                                           23        58
                                                                                 -------   -------
            Net cash provided by operating activities                              3,543       875
                                                                                 -------   -------

Cash flows from investing activities:
      Disposition of properties                                                    1,863     4,243
      Improvements to rental property                                               (463)     (879)
      (Decrease) increase in restricted cash                                         (90)    1,255
      Increase in other assets                                                        --      (250)
      Purchase of investment securities                                             (257)     (179)
      Sale of investment securities                                                  397       405
                                                                                 -------   -------
            Net cash provided by investing activities                              1,450     4,595
                                                                                 -------   -------

Cash flows from financing activities:
      Payments on wraparound mortgages (1)                                        (6,268)   (5,890)
      Increase in due to/from pension groups                                       1,396        --
      (Payments on) proceeds from other borrowings                                   (30)      250
                                                                                 -------   -------
            Net cash used in financing activities                                 (4,902)   (5,640)
                                                                                 -------   -------
            Increase (decrease) in cash and cash equivalents                          91      (170)

Cash and cash equivalents:
   Beginning of period                                                               902       773
                                                                                 -------   -------
   End of period                                                                 $   993   $   603
                                                                                 =======   =======
Supplemental disclosure of cash flow information:
      Cash paid during the period for interest                                   $ 1,370   $ 2,480
Supplemental disclosure of non-cash investing and financing activities:
      Reduction in wraparound mortgages from forgiveness
         or assumption of debt, net of related discount                          $ 5,071   $ 3,440
</TABLE>

(1)  See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

                                  3
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2005
                             (dollars in thousands)

Note 1: Basis of Presentation

The accompanying unaudited combined 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 the Company 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 financial statements should be read in conjunction with the combined
financial statements and notes thereto filed with Form 10-K for the year ended
December 31, 2004.

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 Statements of
Operations. Leasing commissions are deferred over the life of their respective
leases and are included in Other Assets on the Combined Balance Sheets at June
30, 2005 and December 31, 2004. Also, included in Accounts receivable and other
assets is a $436 loan receivable from a partnership in which Lipkin owns a 50%
general partnership interest at June 30, 2005 and December 31, 2004. Certain
administrative services, including legal fees, are reimbursed to EBL&S and are
included in General and administrative on the Combined Statements of Operations.
National Property Analysts Employee Partnership (NPAEP), Penn Valley Pension
Group (PVPG) and Main Line Pension Group hold the Wraparound mortgages payable.
Lipkin controls NPAEP and PVPG, which collectively own approximately 97% of the
outstanding balance of the Wraparound mortgages payable. Due to Pension Groups,
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. Included within Accounts payable and other
liabilities is $1,756 and $1,437 due EBL&S at June 30, 2005 and December 31,
2004, respectively.

During 1996, the El Paso, Texas property was sold to a limited partnership owned
by directors and executives of EBL&S. The sales price of the property was
determined to be at fair market value by an independent appraiser. In connection
with the transaction, a promissory note was issued to NPAMLP in the approximate
amount of $436. The note is unsecured, interest only, bears interest at 10% and
matures on November 1, 2008.


                                        4

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2005
                             (dollars in thousands)

Note 4: Major Tenants

NPAMLP's primary anchor tenant is Kmart Corporation and its subsidiaries
("Kmart"), which, for the six months ended June 30, 2005 and 2004 accounted for
approximately 26% and 38%, respectively, of the rental income earned by NPAMLP.
In January 2002, Kmart filed for protection under Chapter 11 of the United
States Bankruptcy Code however, by May 6, 2003, a Joint Plan of Reorganization
was confirmed by the Bankruptcy Court and Kmart emerged from the Court's
protection. Kmart's reorganization did not have a material adverse impact on
NPAMLP's financial position or results of operations. As of June 30, 2005,
NPAMLP had 11 remaining leases with Kmart aggregating approximately 1,042,000
square feet. As of June 30, 2005 Kmart was current with respect to its
obligations for its remaining leases (see Management's Discussion and Analysis -
Liquidity and Capital Resources).

Note 5: Ground Leases / Finance Lease Obligation

During the year ended December 31, 1991, NPAMLP sold the land underlying five of
its properties including the Chesapeake, Virginia; Kalamazoo, Michigan;
Philadelphia, Pennsylvania and Seven Hills, Ohio properties and simultaneously
entered into ground leases to leaseback the land from the buyer that expire
between 2003 and 2012. The aggregate proceeds from the five land sales were
$2,650 and were recorded as Finance lease obligations. The amounts paid in
accordance with these ground leases are recorded as interest expense. Any gain
or loss from the transactions will be recognized at the date upon which title to
the buildings is conveyed to the ground lessor. During the term of these ground
leases, including renewal options, NPAMLP is responsible for maintaining the
buildings and building improvements, as well as making the respective mortgage
payments. Under the terms of the 1991 sales, at the expiration of the respective
1991 ground leases, including renewal options, title to the buildings will be
conveyed to the buyer with no additional consideration and any amounts still
outstanding under the respective wraparound mortgages will remain the liability
of NPAMLP.

On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain, including the forgiveness of wraparound
mortgages, net of discounts, was recorded for $2,536.

Note 6: Disposition of Properties / Subsequent Event

In October 2004, NPAMLP entered into a contract to sell the property in Bowling
Green, Ohio to an unrelated third party. In May 2005 NPAMLP closed on the sale
of the Bowling Green property. As a result, a net gain, including the
forgiveness of wraparound mortgages, net of discounts, of $4,298 was recognized
in the second quarter of 2005.

In November and December, of 2004 NPAMLP sold the properties in Crescent City,
California and International Falls, Minnesota, respectively, in transactions
structured to be tax-deferred exchanges in accordance with section 1031 of the
Internal Revenue Code. The purchase side of these transactions was not completed
by NPAMLP in the one hundred eighty day time period allotted by the Internal
Revenue Code. NPAEP agreed to forgive the balance of the wraparound mortgages
that it held on these properties after the time period to complete the tax
deferred exchange elapsed, and accordingly NPAMLP recognized a gain on the
forgiveness of the wraparound mortgages, net of discounts, of $1,062.

In July, 2005 NPAMLP sold a portion of the property in Waverly, Ohio to the
anchor tenant at this property. As a result of this sale, a net gain of $1,102
will be recognized in the third quarter.

Note 7: Future Interest Agreement

In March 2003 NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of
January 1, 2003 (the "2003


                                        5

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2005
                             (dollars in thousands)

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 provide
that NPAEP and PVPG will: (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; (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 lien of 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 is entered 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.

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 expects to realize significant 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
will recognize non-recurring ordinary income (forgiveness of indebtedness) in
2003. The tax impact of this recognition will depend upon numerous factors
related to each investor's particular tax situation, including his marginal tax
rate and his suspended passive losses from prior years. Each investor is urged
to consult his own tax advisor for further advice on this point.

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 (2003
through 2013) the projected balance due for all of the Wrap Mortgages at
December 31, 2013 is expected to approximate $143,000. 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 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 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.


                                        6

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2005
                             (dollars in thousands)

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.


                                        7

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2005
                             (dollars in thousands)

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

Liquidity and Capital Resources

Net cash provided by operating and investing activities for the six-month period
ended June 30, 2005 was $3,543 and $1,450, respectively. Net cash used in
financing activities was $4,902. As a result of the above, there was a $91
increase in cash and cash equivalents for the six months ended June 30, 2005.

As of June 30, 2005 NPAMLP had two outstanding lines of credit (the NPAMLP
Lines) with E&H, a related party, under which E&H has agreed to advance up to
$2,500 to NPAMLP for the purposes of making capital and tenant improvements to
the properties. The NPAMLP Lines were comprised of a $2,000 and a $500 line of
credit. Pursuant to the terms of the NPAMLP Lines, the obligation of E&H to make
advances to NPAMLP is at all times in the sole and absolute discretion of E&H.
As of June 30, 2005, there were $1,528 of advances and $117 of related accrued
interest under the NPAMLP Line.

In May 2005 NPAMLP completed the sale of the Bowling Green property. As part of
this sale transaction, NPAMLP was required to defease the third party underlying
mortgage obligation. The defeasance provisions of this loan required an
additional principal payment on the balance of the indebtedness. As a
consequence, NPAMLP did not have sufficient proceeds from the sale to satisfy
all of its requirements. In order to meet these requirements, NPAEP agreed to
advance the funds necessary to complete the defeasance and the sale of the
property. This advance of $1,396 is unsecured and does not bear interest. The
advance is recorded in Due to pension groups at June 30, 2005.

As of June 30, 2005, the third party underlying mortgages were current for all
the properties.

As of June 30, 2005, NPAMLP was obligated for approximately $384 of capital
commitments, which are primarily for tenant improvements and capital repairs.

Critical Accounting Policies

There were no significant changes to NPAMLP's critical accounting policies and
estimates during the three-month period ended June 30, 2005.

Results of Operations

NPAMLP owned 31 and 35 properties at June 30, 2005 and 2004, respectively.

NPAMLP's primary anchor tenant is Kmart, which accounted for approximately 26%
and 38% of the rental income earned by NPAMLP for the three months ended June
30, 2005 and 2004, respectively. In January 2002, Kmart filed for protection
under Chapter 11 of the United States Bankruptcy Code, however by May 6, 2003, a
Joint Plan of Reorganization was confirmed by the Bankruptcy Court and Kmart
emerged from the Court's protection. Kmart's reorganization did not have a
material adverse impact on NPAMLP's financial position or results of operations.
As of June 30, 2005, NPAMLP had 11 remaining leases with Kmart aggregating
approximately 1,042,000 square feet.


                                        8

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2005
                             (dollars in thousands)

In August 2003, the lender on the Lake Mary property commenced an action to
foreclose on its mortgage. NPAMLP is the beneficiary of a trust ("Lake Mary
Trust"), which owns the Lake Mary property. In September 2003, Lake Mary Trust
filed for protection under Chapter 11 of the United States Bankruptcy Code. In
October 2003, Lake Mary Trust and its lender entered into an agreement whereby
Lake Mary Trust could satisfy the mortgage at a discount by April 2004. In
February 2004, the mortgage was refinanced and the discount was taken.
Management believes that it is the intention of Lake Mary Trust to sell or lease
the property to a major retailer. As of June 30, 2005, the carrying value of
this property was $6,770 and the balance of the related wraparound mortgages
payable, net of discounts, was $3,368.

In October 2004, NPAMLP entered into a contract to sell the property in Bowling
Green, Ohio to an unrelated third party. In May 2005 NPAMLP closed on the sale
of the Bowling Green property. As a result, a net gain, including the
forgiveness of wraparound mortgages, net of discounts, of $4,298 was recognized
in the second quarter of 2005.

In November and December, of 2004 NPAMLP sold the properties in Crescent City,
California and International Falls, Minnesota, respectively, in transactions
structured to be tax-deferred exchanges in accordance with section 1031 of the
Internal Revenue Code. The purchase side of these transactions was not completed
by NPAMLP in the one hundred eighty day time period allotted by the Internal
Revenue Code. NPAEP agreed to forgive the balance of the wraparound mortgages
that it held on these properties after the time period to complete the tax
deferred exchange elapsed, and accordingly NPAMLP recognized a gain on the
forgiveness of the wraparound mortgages, net of discounts, of $1,062.

In July, 2005 NPAMLP sold a portion of the property in Waverly, Ohio to the
anchor tenant at this property. As a result of this sale, a net gain of $1,102
will be recognized in the third quarter.

In February 2004, a portion of the East Haven, Connecticut property was disposed
in a condemnation action. The net gain on this transaction was $300.

On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain, including the forgiveness of wraparound
mortgages, net of discounts, was recorded for $2,536 (see Note 5).

Operating loss decreased for the six-month period ended June 30, 2005 versus
June 30, 2004 by $941. The decrease in operating loss for the six-month period
ended June 30, 2005 was primarily due to a increase in minimum rent arising from
new leases and a decrease in general and administrative expenses due to a
reduction in legal fees. Operating loss increased for the three-month period
ended June 30, 2005 versus June 30, 2004 by $322. The increase in the operating
loss was primarily due to an increase in interest expense which was partially
offset by an increase in minimum rent arising from new leases and a decrease in
general and administrative and common area maintenance expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information concerning market risk is incorporated herein by reference to Item
7A of the Company's Form 10-K for the fiscal year ended December 31, 2004. There
has been no material change in the quantitative and qualitative disclosure about
market risk since December 31, 2004.


                                        9

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2005
                             (dollars in thousands)

Item 4. 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

<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     Not applicable.

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

     Not applicable.

Item 6. Exhibits

<TABLE>
<CAPTION>
Exhibit No.   Description
-----------   -----------
<S>           <C>
    31.1      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.
</TABLE>


                                       11

<PAGE>

                                   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: August 12, 2005

                                        By: EBL&S, Inc., its managing general
                                            partner


                                        By: /s/ Edward B. Lipkin
                                            ------------------------------------
                                        Name: Edward B. Lipkin
                                        Title: President


                                        By: Feldman International, Inc.,
                                            its equity general partner


                                        By: /s/ Robert McKinney
                                            ------------------------------------
                                        Name: Robert McKinney
                                        Title: President


                                       12