<PAGE>

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

                                    FORM 10-Q

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

      For the quarterly period ended JUNE 30, 2006

                                       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)

            DELAWARE                                   23-2610414
--------------------------------                   ------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

230 SOUTH BROAD STREET, MEZZANINE LEVEL
       PHILADELPHIA, PENNSYLVANIA                    19064
----------------------------------------           ----------
(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 [X]     No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

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

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

<TABLE>
<CAPTION>
             Class                        Outstanding at AUGUST 11, 2006
-------------------------------------     ------------------------------
<S>                                       <C>
UNITS OF LIMITED PARTNERSHIP INTEREST             97,752 UNITS
</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, 2006 and December 31, 2005                        1

       Combined Statements of Operations and Changes in Partners' Deficit
        - Three and six months ended June 30, 2006 and 2005 (Restated)                       2

       Combined Statements of Cash Flows
        - Six months ended June 30, 2006 and 2005 (Restated)                                 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.                       8

   Item 4. Controls and Procedures.                                                          8

PART II. OTHER INFORMATION

   Item 1. Legal Proceedings.                                                                10

   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.                      10

   Item 3. Defaults Upon Senior Securities.                                                  10

   Item 4. Submission of Matters to a Vote of Security Holders.                              10

   Item 5. Other Information.                                                                10

   Item 6. Exhibits.                                                                         10

SIGNATURES

   Signatures                                                                                11
</TABLE>

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                             COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  JUNE 30,         DECEMBER 31,
                                                                                    2006               2005
                                                                                (UNAUDITED)
                                                                                -----------        ------------
<S>                                                                             <C>                <C>
                                 ASSETS

Rental property, at cost:
    Land                                                                        $     9,544        $      9,544
    Buildings                                                                       133,792             133,591
                                                                                -----------        ------------
                                                                                    143,336             143,135
    Less: accumulated depreciation                                                   84,991              82,826
                                                                                -----------        ------------
            Rental property, net                                                     58,345              60,309

Cash and cash equivalents                                                             1,271               1,489
Restricted cash                                                                         564                 648
Investment securities available for sale, at market                                     841                 503
Tenant accounts receivable, net of allowance of $30 for
  2006 and 2005, respectively                                                           194                 246
Unbilled rent receivable                                                                484                 385
Accounts receivable and other assets (1)                                              1,704               1,974
                                                                                -----------        ------------

Total assets                                                                    $    63,403        $     65,554
                                                                                ===========        ============

                     LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                                                $   186,713        $    189,886
Less: unamortized discount based on imputed interest rate of 12% (1)                 86,573              91,169
                                                                                -----------        ------------

            Wraparound mortgages payable less unamortized discount (1)              100,140              98,717

Due to Pension Groups (1)                                                             3,398               3,237
Other borrowings (1)                                                                    630                 630
Accounts payable and other liabilities (1)                                            2,997               3,021
Deferred revenue                                                                        185                 171
Finance lease obligation                                                              1,750               1,750
                                                                                -----------        ------------

            Total liabilities                                                       109,100             107,526

Partners' deficit                                                                   (45,697)            (41,972)
                                                                                -----------        ------------
Total liabilities and partners' deficit                                         $    63,403        $     65,554
                                                                                ===========        ============
</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 ENDED               SIX MONTHS ENDED
                                                                                 JUNE 30,                        JUNE 30,
                                                                        ------------------------       -------------------------
                                                                          2006            2005           2006             2005
                                                                        ---------      ---------       ---------       ---------
                                                                                      (RESTATED)                      (RESTATED)
                                                                        ------------------------       -------------------------
<S>                                                                     <C>            <C>             <C>             <C>
Income:
    Rental income                                                       $   3,125      $   3,072       $   6,334       $   6,130
    Other charges to tenants                                                  891          1,069           2,133           2,106
    Interest and dividend income                                               27             29              41              53
                                                                        ---------      ---------       ---------       ---------
            Total income                                                    4,043          4,170           8,508           8,289
                                                                        ---------      ---------       ---------       ---------

Operating expenses:

    Interest expense (1)                                                    3,051          2,931           6,116           5,078
    Real estate taxes                                                         871            777           1,771           1,591
    Management fees (1)                                                       189            249             372             407
    Common area maintenance expenses                                          430            388             881             954
    Ground rent (1)                                                           149            140             296             316
    Repairs and maintenance                                                    64            100             147             145
    General and administrative (1)                                            216             12             368             264
    Depreciation                                                            1,082          1,119           2,165           2,269
    Amortization                                                               62             43             144              90
                                                                        ---------      ---------       ---------       ---------
            Total operating expenses                                        6,114          5,759          12,260          11,114
                                                                        ---------      ---------       ---------       ---------
            Operating loss                                                 (2,071)        (1,589)         (3,752)         (2,825)

Other income (loss):
     Realized loss on investment securities                                     -              -               -              (9)
                                                                        ---------      ---------       ---------       ---------
            Loss from continuing operations                                (2,071)        (1,589)         (3,752)         (2,834)

Discontinued operations:
     Loss from operations of discontinued components                            -           (237)              -            (578)
     Gain on disposition of properties                                          -            289               -             289
                                                                        ---------      ---------       ---------       ---------
            Net loss                                                       (2,071)        (1,537)         (3,752)         (3,123)

Partners' deficit:
    Beginning of period                                                   (43,615)       (43,666)        (41,972)        (42,047)
    Forgiveness of wraparound mortgages payable (1)                             -          4,246               -           4,246
    Net change in unrealized (loss) gain on investment securities             (11)             1              27             (32)
                                                                        ---------      ---------       ---------       ---------

    End of period                                                       $ (45,697)     $ (40,956)      $ (45,697)      $ (40,956)
                                                                        =========      =========       =========       =========

Net loss per unit                                                       $  (21.19)     $  (15.72)      $  (38.38)      $  (31.95)
                                                                        =========      =========       =========       =========
</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,
                                                                                            ------------------------------
                                                                                               2006               2005
                                                                                                               (RESTATED)
                                                                                            -----------        -----------
<S>                                                                                         <C>                <C>
Cash flows from operating activities:
    Net income                                                                              $    (3,752)       $    (3,123)
    Adjustments to reconcile net income to net cash
        provided by operating activities:
            Depreciation                                                                          2,165              2,507
            Amortization of discount (1)                                                          4,596              4,318
            Net gain on disposition of properties (1)                                                 -               (289)
            Realized loss on investment securities                                                    -                  9
            Change in assets and liabilities:
                    Decrease (increase) in tenant accounts receivable                                52                (83)
                    Increase in unbilled rent receivable                                            (99)               (37)
                    Decrease (increase) in other assets (1)                                         270               (283)
                    (Decrease) increase in accounts payable and other liabilities (1)               (24)               501
                    Increase in deferred revenue                                                     14                 23
                                                                                            -----------        -----------
                Net cash provided by operating activities                                         3,222              3,543
                                                                                            -----------        -----------

Cash flows from investing activities:
      Disposition of properties                                                                       -              1,863
      Improvements to rental property                                                              (201)              (463)
      Increase (decrease) in restricted cash                                                         84                (90)
      Purchase of investment securities                                                            (311)              (257)
      Sale of investment securities                                                                   -                397
                                                                                            -----------        -----------
                Net cash (used) provided by investing activities                                   (428)             1,450
                                                                                            -----------        -----------

Cash flows from financing activities:
      Payments on wraparound mortgages (1)                                                       (3,173)            (6,268)
      Increase in due to/from pension groups                                                        161              1,396
      Payments on other borrowings                                                                    -                (30)
                                                                                            -----------        -----------
                Net cash used in financing activities                                            (3,012)            (4,902)
                                                                                            -----------        -----------

                (Decrease) increase in cash and cash equivalents                                   (218)                91

Cash and cash equivalents:
  Beginning of period                                                                             1,489                902
                                                                                            -----------        -----------
  End of period                                                                             $     1,271        $       993
                                                                                            ===========        ===========

Supplemental disclosure of cash flow information:
      Cash paid during the period for interest                                              $     1,357        $     1,370
Supplemental disclosure of non-cash investing and financing activities:
      Reduction in wraparound mortgages from forgiveness
            or assumption of debt, net of related discount                                  $         -        $     4,246
</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, 2006
                             (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, 2005.

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 Accounts receivable and other assets on the Combined
Balance Sheet at June 30, 2006. 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) and Penn Valley Pension Group (PVPG), collectively, hold the
Wraparound mortgages payable. Lipkin controls NPAEP and PVPG, which collectively
own 100% 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 $2,076 and $1,981 due EBL&S at June 30, 2006 and
December 31, 2005, respectively.

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, 2006. 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.

In October 2005, a limited liability company controlled by Lipkin acquired the
land in San Mateo, California, that is leased by NPAMLP. NPAMLP leases the land
under a ground lease that is scheduled to expire in February 2025. Annual rent
due under the ground lease is $96.

                                       4
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2006
                             (dollars in thousands)

Note 4: Major Tenants

NPAMLP's primary anchor tenants are Kmart Corporation and its subsidiaries
("Kmart") and CVS Corporation ("CVS"). For the six-month periods ended June 30,
2006 and 2005, Kmart accounted for approximately 29% and 27% respectively, of
the rental income received by NPAMLP, and CVS accounted for approximately 10%
and 9%, respectively, of the rental income received by NPAMLP. As of June 30,
2006, NPAMLP had 11 leases with Kmart aggregating approximately 1,042,000 square
feet and 5 leases with CVS aggregating approximately 49,000 square feet. As of
June 30, 2006, Kmart owed NPAMLP approximately $86 under its leases, and CVS had
no outstanding balances under its leases owed to NPAMLP.

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 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.

Note 6: 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 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

                                       5
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2006
                             (dollars in thousands)

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 $133,000. 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.

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 7: Commitments and Contingencies

In June 2006, NPAMLP and a limited liability company controlled by
Lipkin (the "Lipkin LLC") entered into an agreement with an anchor tenant (the
"Agreement"), whereby the lease with the anchor tenant would be assigned to
NPAMLP or the Lipkin LLC effective February 2009 (the "Effective Date"). In
consideration for the assignment and the surrender of the lease, the anchor
tenant would receive payments totaling $2,550 during the period from June 2006
through the Effective Date. 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 its other stores leased from
NPAMLP. Under the Agreement, the liability for the payment of the
consideration to the anchor tenant is borne by Lipkin LLC and NPAMLP, however
it is anticipated that Lipkin LLC shall fund all of the consideration due.
Lipkin has personally guaranteed the obligations to the anchor tenant under the
Agreement.

Note 8: Restatement of Financial Statements

NPAMLP is filing on Form 10-Q/A Amendment No. 1 to amend its interim financial
statements and disclosures in

                                       6
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                  June 30, 2006
                             (dollars in thousands)

its Quarterly Report on Form 10-Q for the three and six-month period ended June
30, 2005 (the "Form 10-Q"), which was originally filed with the Securities and
Exchange Commission (the "Commission") on August 15, 2005. The purpose of
Amendment No. 1 is to restate the balance sheet, statement of operations and
statement of cash flows for the three and six month periods ended June 30, 2005
and certain other disclosures included in the Form 10-Q for the period then
ended relating to NPAMLP's accounting for the forgiveness of wraparound mortgage
indebtedness and in its application of the interest method utilized in the
amortization of the discount on the wraparound mortgages. Please refer to
Amendment No. 1 on Form 10-Q/A for the three and six-month period ended June 30,
2005 for additional disclosure.

                                       7
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                                  June 30, 2006
                             (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 activities for the six-month periods ended June
30, 2006 was $3,222. Net cash used in investing and financing activities was
$428 and $3,012, respectively. As a result of the above, there was a $218
decrease in cash and cash equivalents for the six months ended June 30, 2006.

As of June 30, 2006 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. The lines bear interest at a variable rate, based on the prime rate
(8.25% at June 30, 2006), and have no expiration date. Any amounts advanced to
NPAMLP are not directly secured by any collateral. 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, 2006, there were $630
of advances and $24 of related accrued interest under the NPAMLP Lines.

As of June 30, 2006, the third party underlying mortgages were current for all
the properties.

As of June 30, 2006, NPAMLP was obligated for approximately $62 of capital
commitments, which are primarily for 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, 2006.

Results of Operations

NPAMLP owned 29 and 31 properties at June 30, 2006 and 2005, respectively.

Loss from continuing operations increased for the three-month period ended June
30, 2006 versus June 30, 2005 by $482. The increase in net loss for the
three-month period ended June 30, 2006 was primarily due to increases in general
and administrative expenses. Loss from continuing operations increased for the
six-month period ended June 30, 2006 versus June 30, 2005 by $927. The increase
in net loss for the six-month period ended June 30, 2006 was primarily due to
increases in interest and general and administrative expenses. The increases in
interest and general and administrative expenses for the three and six month
periods ending June 30, 2006 were partially offset by increases in rental income
arising from properties acquired in tax deferred exchange transactions in 2004.

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, 2005. There
has been no material change in the quantitative and qualitative disclosure about
market risk since December 31, 2005.

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,

                                       8
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                                  June 30, 2006
                             (dollars in thousands)

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.

                                       9
<PAGE>

                           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

<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>

                                       10
<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 11, 2006

                           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

                                       11