UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





þ
                  QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended
                  June
      30, 2009ORo
                  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
                  
                  to





Commission
      file number:
                000-24816





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





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





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





[None]


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





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


Yes
              þ
              No
               ̈


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


Yes
               ̈
              No
               ̈





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





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





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


Yes
               ̈
              No
              þ





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




Class
              
              Outstanding
      at August 6, 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  - June 30, 2009 and December 31,
      2008
                              
                              1Combined
      Condensed Statements of Operations and Changes in Partners’
      Deficit-
      Three and six months ended June 30, 2009 and 2008
                              
                              2Combined
      Condensed Statements of Cash Flows-
      Six months ended June 30, 2009 and 2008
                              
                              3Notes
      to Combined Condensed Financial Statements
                              
                              4Item
      2.     Management’s Discussion and Analysis of
      Financial Conditionand
      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)





June
      30,
                  
                  
                  December
      31,2009
                  
                  
                  2008(Unaudited)AssetsRental
      property, at cost:Land
                  
                  $
                  7,582
                  
                  
                  $
                  7,582Buildings
                  
                  
                  107,109
                  
                  
                  
                  107,066Tenant-in-common
      property
                  
                  
                  22,662
                  
                  
                  
                  22,662137,353
                  
                  
                  
                  137,310Less:
      accumulated depreciation
                  
                  
                  71,989
                  
                  
                  
                  69,978Rental
      property, net
                  
                  
                  65,364
                  
                  
                  
                  67,332Cash
      and cash equivalents
                  
                  
                  1,302
                  
                  
                  
                  1,272Restricted
      cash
                  
                  
                  37
                  
                  
                  
                  63Investment
      securities available for sale, at market
                  
                  
                  2,976
                  
                  
                  
                  2,783Tenant
      accounts receivable, net of allowance of $30 as of June 30, 2009 and
      December 31, 2008, respectively
                  
                  
                  139
                  
                  
                  
                  55Unbilled
      rent receivable
                  
                  
                  1,164
                  
                  
                  
                  1,115Accounts
      receivable and other assets (1)
                  
                  
                  579
                  
                  
                  
                  924Total
      assets
                  
                  $
                  71,561
                  
                  
                  $
                  73,544Liabilities
      and Partners' DeficitWraparound
      mortgages payable (1)
                  
                  $
                  160,713
                  
                  
                  $
                  164,738Less:
      unamortized discount based on imputed interest rate of 12% (1)
                  
                  
                  54,283
                  
                  
                  
                  59,561Wraparound
      mortgages payable less unamortized discount (1)
                  
                  
                  106,430
                  
                  
                  
                  105,177Due
      to NPAEP (1)
                  
                  
                  3,248
                  
                  
                  
                  3,248Other
      borrowings (1)
                  
                  
                  194
                  
                  
                  
                  194Accounts
      payable and other liabilities (1)
                  
                  
                  2,997
                  
                  
                  
                  2,784Deferred
      revenue
                  
                  
                  137
                  
                  
                  
                  213Finance
      lease obligation
                  
                  
                  1,750
                  
                  
                  
                  1,750Total
      liabilities
                  
                  
                  114,756
                  
                  
                  
                  113,366Partners'
      deficit
                  
                  
                  (43,195
                  )
                  
                  
                  (39,822
                  )Total
      liabilities and partners' deficit
                  
                  $
                  71,561
                  
                  
                  $
                  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
                  June
      30,
                
                
                Six
      months ended
                  June
      30,2009
                
                
                2008
                
                
                2009
                
                
                2008Income:Rental
      income
                
                $
                3,299
                
                
                $
                3,248
                
                
                $
                6,547
                
                
                $
                6,477Other
      charges to tenants
                
                
                761
                
                
                
                944
                
                
                
                1,687
                
                
                
                1,838Interest
      and dividend income
                
                
                63
                
                
                
                36
                
                
                
                126
                
                
                
                65Total
      income
                
                
                4,123
                
                
                
                4,228
                
                
                
                8,360
                
                
                
                8,380Operating
      expenses:Interest
      expense (1)
                
                
                3,183
                
                
                
                2,940
                
                
                
                6,313
                
                
                
                5,935Real
      estate taxes
                
                
                743
                
                
                
                726
                
                
                
                1,485
                
                
                
                1,447Management
      fees (1)
                
                
                154
                
                
                
                180
                
                
                
                302
                
                
                
                333Common
      area maintenance expenses
                
                
                338
                
                
                
                392
                
                
                
                906
                
                
                
                885Ground
      rent (1)
                
                
                194
                
                
                
                181
                
                
                
                387
                
                
                
                383Repairs
      and maintenance
                
                
                85
                
                
                
                121
                
                
                
                180
                
                
                
                210General
      and administrative (1)
                
                
                185
                
                
                
                177
                
                
                
                318
                
                
                
                299Depreciation
                
                
                1,008
                
                
                
                1,013
                
                
                
                2,011
                
                
                
                2,003Amortization
                
                
                17
                
                
                
                37
                
                
                
                37
                
                
                
                64Total
      operating expenses
                
                
                5,907
                
                
                
                5,767
                
                
                
                11,939
                
                
                
                11,559Operating
      loss
                
                
                (1,784
                )
                
                
                (1,539
                )
                
                
                (3,579
                )
                
                
                (3,179
                )Other
      loss:Realized
      gain (loss) on investment securities
                
                
                46
                
                
                
                (8
                )
                
                
                24
                
                
                
                (26
                )Loss
      from continuing operations
                
                
                (1,738
                )
                
                
                (1,547
                )
                
                
                (3,555
                )
                
                
                (3,205
                )Discontinued
      operations:Loss
      from operations of discontinued components
                
                
                -
                
                
                
                (135
                )
                
                
                -
                
                
                
                (206
                )Gain
      on disposition of properties
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,474Net
      loss
                
                
                (1,738
                )
                
                
                (1,682
                )
                
                
                (3,555
                )
                
                
                (1,937
                )Partners'
      deficit:Beginning
      of period
                
                
                (41,664
                )
                
                
                (34,312
                )
                
                
                (39,822
                )
                
                
                (33,870
                )Net
      change in unrealized gain (loss) on investment securities
                
                
                207
                
                
                
                (11
                )
                
                
                182
                
                
                
                (198
                )End
      of period
                
                $
                (43,195
                )
                
                $
                (36,005
                )
                
                $
                (43,195
                )
                
                $
                (36,005
                )Net
      loss per unit
                
                $
                (17.78
                )
                
                $
                (17.20
                )
                
                $
                (36.37
                )
                
                $
                (19.82
                )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)





Six
      months ended June 30,2009
                    
                    
                    2008Cash
      flows from operating activities:Net
      loss
                    
                    $
                    (3,555
                    )
                    
                    $
                    (1,937
                    )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                    
                    
                    2,048
                    
                    
                    
                    2,079Amortization
      of discount (1)
                    
                    
                    5,278
                    
                    
                    
                    5,040Net
      gain on disposition of properties
                    
                    
                    -
                    
                    
                    
                    (1,474
                    )Realized
      (gain) loss on investment securities
                    
                    
                    (24
                    )
                    
                    
                    26Change
      in assets and liabilities(Increase)
      decrease in tenant accounts receivable
                    
                    
                    (84
                    )
                    
                    
                    25Increase
      in unbilled rent receivable
                    
                    
                    (49
                    )
                    
                    
                    (55
                    )Decrease
      in accounts receivable and other assets (1)
                    
                    
                    308
                    
                    
                    
                    886Increase
      (decrease) in accounts payable and other liabilities (1)
                    
                    
                    213
                    
                    
                    
                    (90
                    )Decrease
      in deferred revenue
                    
                    
                    (76
                    )
                    
                    
                    (140
                    )Net
      cash provided by operating activities
                    
                    
                    4,059
                    
                    
                    
                    4,360Cash
      flows from investing activities:Disposition
      of properties
                    
                    
                    -
                    
                    
                    
                    2,099Improvements
      to rental property
                    
                    
                    (43
                    )
                    
                    
                    (951
                    )Decrease
      in restricted cash
                    
                    
                    26
                    
                    
                    
                    152Purchase
      of investment securities
                    
                    
                    (1,881
                    )
                    
                    
                    (1,323
                    )Sale
      of investment securities
                    
                    
                    1,894
                    
                    
                    
                    1,013Net
      cash (used in) provided by investing activities
                    
                    
                    (4
                    )
                    
                    
                    990Cash
      flows from financing activities:Payments
      on wraparound mortgages (1)
                    
                    
                    (4,025
                    )
                    
                    
                    (5,832
                    )Increase
      in wraparound mortgages (1)
                    
                    
                    -
                    
                    
                    
                    407Increase
      in due to NPAEP (1)
                    
                    
                    -
                    
                    
                    
                    56Net
      cash used in financing activities
                    
                    
                    (4,025
                    )
                    
                    
                    (5,369
                    )Increase
      (decrease) in cash and cash equivalents
                    
                    
                    30
                    
                    
                    
                    (19
                    )Cash
      and cash equivalents:Beginning
      of period
                    
                    
                    1,272
                    
                    
                    
                    2,128End
      of period
                    
                    $
                    1,302
                    
                    
                    $
                    2,109Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                    
                    $
                    914
                    
                    
                    $
                    1,047Supplemental
      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)
 June 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 Statement of Financial
Accounting Standards No. 165, Subsequent Events (“FASB No. 165”), subsequent
events have been evaluated through August 4, 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 June 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
$2,351 and $2,221 due to EBL&S at June 30, 2009 and December 31, 2008,
respectively.




As of
June 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 June 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 June 30,
2009, there were $194 of advances and $123 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)
 June 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 six-month
period ended June 30, 2009 and 2008 are detailed in the table
below.  As of June 30, 2009, Sears owed NPAMLP approximately $35 under
its leases with NPAMLP.  Sun Microsystems and CVS had no outstanding
balances due under its leases with NPAMLP at June 30, 2009.




As
      of June 30, 2009
                  
                  
                  As
      of June 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 Emerging Issues
Task Force 96-19, Debtor’s Accounting for a Modification or Exchange of Debt
Instruments, and was determined not to be a substantial modification of terms as
defined therein); (b) remove certain of the properties secured by the NPAEP and
PVPG Wrap Mortgages from the burden of the cross-default and
cross-collateralization provisions currently contemplated by the Restructuring
Agreement effective as of January 1, 1990 by and among MLPG, NPAMLP, National
Property Analysts, Inc. and others; and (c) agree to release the lienof the Wrap Mortgages from
the Properties upon a sale of or the agreement of a leasehold estate in any
Property prior to the maturity of the applicable Wrap Note.  In
consideration for the above, NPAMLP will modify the NPAEP Wrap Mortgages and the
PVPG Wrap Mortgages to provide that (i) there is an event of default under the
applicable NPAEP Wrap Mortgages or PVPG Wrap Mortgages, as the case may be, if a
judgment or other lien isentered against the title
or lease-holding entity thereby entitling NPAEP or PVPG, as the case may be, to
avail itself of the post-default rights or remedies under the relevant security
document; and (ii) for cross-default and cross-collateralization among the
Unaudited Partnerships and, separately, among the Audited
Partnerships.  In addition NPAMLP shall execute and deliver to NPAEP
or PVPG, as the case may be, a currently recordable deed of future interest (or
assignment of future leasehold interest) sufficient to convey to NPAEP or PVPG,
as the case may be, all of NPAMLP’s right, title, interest and estate in and to
its fee or leasehold interest in the encumbered properties effective upon the
maturity on December 31, 2013 of the NPAEP Wrap Mortgages and the PVPG Wrap
Mortgages unless the Wrap Mortgages have previously been paid in
full.


5




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 Notes to
Combined Condensed Financial Statements (Unaudited)
 June 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)
 June 30,
2009
 (dollars
in thousands)




Note 7: Disposition of
Property




In
January 2008, NPAMLP sold the property in Yazoo City, Mississippi. As a result
of this transaction, NPAMLP recognized a net gain on sale in the amount of
$1,515. The sale generated $2,072 in net proceeds (excluding a 7% promissory
note of $300 due in January 2013. This note was paid off by the buyer in March
2009), of which $2,000 was remitted to NPAEP and applied as a principal
reduction on the balance of the wraparound mortgage.  The principal
balance of the wraparound mortgage on the Yazoo City property, in the amount of
$1,019, 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
January 2009, FASB issued FSP EITF 99-20-1, “Amendments to the Impairment
Guidance of EITF Issue No. 99-20 (“FSP EITF 99-20-1”). FSP EITF 99-20-1 is
effective for interim and annual periods ending after December 15, 2008.
Retroactive application is not permitted. The adoption of FSP EITF 99-20-1 did
not have a significant impact on NPAMLP’s financial position or results of
operations.





In April
2009, the FASB issued FASB Staff Position No. 107-1 (“FSP FAS 107-1”) and APB
28-1 (“APB 28-1”), which amends FASB Statement No. 107, Disclosures about Fair
Value of Financial Instruments and APB Opinion NO. 28, Interim Financial
Reporting, to require disclosures about the fair value of financial instruments
for interim reporting periods. FSP FAS 107-1 and APB 28-1 are effective for
interim reporting periods ending after June 15, 2009. NPAMLP has adopted FSP FAS
107-1, 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 FASB Staff Position No. 115-2 (“FSP FAS 115-2”) and FASB
Staff Position No. 124-2 (“FSP FAS 124-2”), which amends the
other-than-temporary impairment guidance for debt and equity securities. FSP FAS
115-2 and FSP FAS 124-2 shall be effective for interim and annual reporting
periods ending after June 15, 2009. NPAMLP has adopted FSP FAS 115-2, which did
not have a significant impact on its combined condensed financial
statements.





In April
2009, the FASB issued FSP SFAS 157-4, “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 FSP is effective for
interim reporting periods ending after June 15, 2009, and NPAMLP adopted it
as of April 1, 2009. This FSP did not change NPAMLP’s fair value
measurement techniques.





In
May 2009, the FASB issued SFAS No. 165, Subsequent Events(“SFAS
165”), 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. SFAS 165 is effective for interim reporting
periods ending after June 15, 2009. NPAMLP has adopted SFAS 165, which did
not have a material impact on its combined condensed financial
statements.





In
June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of
Financial Assets, an amendment of FASB Statement No. 140(“SFAS
166”), which was issued 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. SFAS 166 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 SFAS 166, 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)
 June 30,
2009
 (dollars
in thousands)




In
June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R)(“SFAS 167”), which amended certain requirements of FIN
46R 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. SFAS 167 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 SFAS 167 on its combined
partnerships.





In
June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162(“SFAS 168”), which will
become the source of authoritative U.S. GAAP recognized by the FASB to be
applied to nongovernmental entities. On its effective date, SFAS 168 will
supersede all then-existing non-SEC accounting and reporting standards. SFAS 168
is effective for financial statements issued for interim and annual periods
ending after September 15, 2009. NPAMLP is currently evaluating the
potential impact of the adoption of SFAS 167, but does not believe that it will
have a material impact on its combined condensed financial
statements.





Note 9. Disclosure of Fair
Value of Financial Instruments





Effective
April 2009, NPAMLP adopted Financial Accounting Standards Board Staff Position
SFAS 107-1 and Accounting Principles Board (APB) Opinion No. 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (FSP SFAS 107-1 and APB
28-1). The FSP amends SFAS 107 to require disclosures about fair value of
financial instruments in both interim and annual financial statements. This FSP
also amends APB 28 to require 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 June 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 (Level 1 hierarchy as defined by SFAS 157),
receivables, accounts payable, and accrued expenses and other liabilities are
carried at amounts which reasonably approximate their fair values as of June 30,
2009 and December 31, 2008.





The fair
value of the NPAMLP’s wraparound mortgages aggregate approximately $106 million
and $105 million as of June 30, 2009 and December 31, 2008,
respectively.  Management estimates that the carrying value
approximates the estimated fair value of the wraparound mortgages at June 30,
2009 and December 31, 2008.  The fair value of NPAMLP’s wraparound
mortgages is estimated on a Level 3 hierarchy (as defined by SFAS No.
157).  In accordance with SFAS No. 107, 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 June 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 June
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)
 
 June 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 and (used in) operating and investing activities for the six-month
period ended June 30, 2009 was $4,059 and ($4), respectively.  Net
cash used in financing activities was ($4,025).  As a result of the
above, there was a $30 increase in cash and cash equivalents for the six months
ended June 30, 2009.  The increase in cash was primarily due to
realized gains in investment securities over the six-month period.





As
ofJune 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 June 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 June 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 properties.





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





As of
June 30, 2009, NPAMLP was obligated for $29 in capital commitments, primarily
relating to leasehold improvements.





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 six-month period
ended June 30, 2009.





Results of
Operations





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




Loss from
continuing operations increased for the six-month period ended June 30, 2009
versus June 30, 2008 by $350.  The increase in the loss from
continuing operations 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)





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




Forward Looking
Statements




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





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





10
 
 NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 June 30,
2009
 (dollars
in thousands)
 Item
3.  Quantitative and Qualitative Disclosures About Market
Risk





Not
applicable.





Item 4
T.  Controls and Procedures





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





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


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:
                                  August 6, 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