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, 2010ORo
            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 12, 2010Units
      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, 2010 and December 31,
      2009
                          
                          1Combined
      Condensed Statements of Operations and Changes in Partners’
      Deficit-
      Three and six months ended June 30, 2010 and 2009
                          
                          2Combined
      Condensed Statements of Cash Flows-
      Six months ended June 30, 2010 and 2009
                          
                          3Notes
      to Combined Condensed Financial Statements
                          
                          4Item
      2.      Management’s Discussion and Analysis of
      Financial Condition and Results of Operations.
                          
                          8Item
      3.      Quantitative and Qualitative Disclosures
      about Market Risk.
                          
                          10Item
      4 T.  Controls and Procedures.
                          
                          10PART II.  OTHER
      INFORMATIONItem
      1.  Legal Proceedings.
                          
                          11Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
                          
                          11Item
      3.  Defaults Upon Senior Securities.
                          
                          11Item
      4.  Submission of Matters to a Vote of Security
    Holders.
                          
                          11Item
      5.  Other Information.
                          
                          11Item
      6.  Exhibits.
                          
                          11SIGNATURESSignatures
                          
                          12








NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Balance Sheets


(in
thousands)





June
      30,
                      
                      
                      December 31,2010
                      
                      
                      2009(Unaudited)AssetsRental
      property, at cost:Land
                      
                      $
                      7,568
                      
                      
                      $
                      7,582Buildings
                      
                      
                      107,170
                      
                      
                      
                      107,159Tenant-in-common
      property
                      
                      
                      22,662
                      
                      
                      
                      22,662137,400
                      
                      
                      
                      137,403Less:
      accumulated depreciation
                      
                      
                      76,028
                      
                      
                      
                      74,008Rental
      property, net
                      
                      
                      61,372
                      
                      
                      
                      63,395Cash
      and cash equivalents
                      
                      
                      1,190
                      
                      
                      
                      787Restricted
      cash
                      
                      
                      97
                      
                      
                      
                      80Investment
      securities available for sale, at market
                      
                      
                      2,883
                      
                      
                      
                      3,218Tenant
      accounts receivable, net of allowance of $30 as of June 30, 2010 and
      December 31, 2009, respectively
                      
                      
                      115
                      
                      
                      
                      148Unbilled
      rent receivable
                      
                      
                      1,237
                      
                      
                      
                      1,215Accounts
      receivable and other assets (1)
                      
                      
                      431
                      
                      
                      
                      542Total
      assets
                      
                      $
                      67,325
                      
                      
                      $
                      69,385Liabilities
      and Partners' DeficitWraparound
      mortgages payable (1)
                      
                      $
                      152,673
                      
                      
                      $
                      156,700Less:
      unamortized discount based on imputed interest rate of 12% (1)
                      
                      
                      43,726
                      
                      
                      
                      49,298Wraparound
      mortgages payable less unamortized discount (1)
                      
                      
                      108,947
                      
                      
                      
                      107,402Due
      to NPAEP (1)
                      
                      
                      3,292
                      
                      
                      
                      3,292Other
      borrowings (1)
                      
                      
                      194
                      
                      
                      
                      194Accounts
      payable and other liabilities (1)
                      
                      
                      3,167
                      
                      
                      
                      2,944Deferred
      revenue
                      
                      
                      86
                      
                      
                      
                      197Finance
      lease obligation
                      
                      
                      1,750
                      
                      
                      
                      1,750Total
      liabilities
                      
                      
                      117,436
                      
                      
                      
                      115,779Partners'
      deficit
                      
                      
                      (50,111
                      )
                      
                      
                      (46,394
                      )Total
      liabilities and partners' deficit
                      
                      $
                      67,325
                      
                      
                      $
                      69,385





(1)See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements
(unaudited).


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 30,2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009Income:Rental
      income
                      
                      
                      3,175
                      
                      
                      $
                      3,299
                      
                      
                      
                      6,410
                      
                      
                      $
                      6,547Other
      charges to tenants
                      
                      
                      803
                      
                      
                      
                      761
                      
                      
                      
                      1,733
                      
                      
                      
                      1,687Interest
      and dividend income
                      
                      
                      39
                      
                      
                      
                      63
                      
                      
                      
                      74
                      
                      
                      
                      126Total
      income
                      
                      
                      4,017
                      
                      
                      
                      4,123
                      
                      
                      
                      8,217
                      
                      
                      
                      8,360Operating
      expenses:Interest
      expense (1)
                      
                      
                      3,315
                      
                      
                      
                      3,183
                      
                      
                      
                      6,511
                      
                      
                      
                      6,313Real
      estate taxes
                      
                      
                      753
                      
                      
                      
                      743
                      
                      
                      
                      1,512
                      
                      
                      
                      1,485Management
      fees (1)
                      
                      
                      149
                      
                      
                      
                      154
                      
                      
                      
                      294
                      
                      
                      
                      302Common
      area maintenance expenses
                      
                      
                      356
                      
                      
                      
                      338
                      
                      
                      
                      916
                      
                      
                      
                      906Ground
      rent (1)
                      
                      
                      195
                      
                      
                      
                      194
                      
                      
                      
                      389
                      
                      
                      
                      387Repairs
      and maintenance
                      
                      
                      86
                      
                      
                      
                      85
                      
                      
                      
                      221
                      
                      
                      
                      180General
      and administrative (1)
                      
                      
                      142
                      
                      
                      
                      185
                      
                      
                      
                      269
                      
                      
                      
                      318Depreciation
                      
                      
                      1,010
                      
                      
                      
                      1,008
                      
                      
                      
                      2,020
                      
                      
                      
                      2,011Amortization
                      
                      
                      19
                      
                      
                      
                      17
                      
                      
                      
                      37
                      
                      
                      
                      37Total
      operating expenses
                      
                      
                      6,025
                      
                      
                      
                      5,907
                      
                      
                      
                      12,169
                      
                      
                      
                      11,939Operating
      loss
                      
                      
                      (2,008
                      )
                      
                      
                      (1,784
                      )
                      
                      
                      (3,952
                      )
                      
                      
                      (3,579
                      )Other
      gain (loss):Realized
      gain (loss) on investment securities
                      
                      
                      (9
                      )
                      
                      
                      46
                      
                      
                      
                      29
                      
                      
                      
                      24Gain
      on disposition of properties
                      
                      
                      54
                      
                      
                      
                      -
                      
                      
                      
                      54
                      
                      
                      
                      -Gain
      from litigation settlement
                      
                      
                      175
                      
                      
                      
                      -
                      
                      
                      
                      175
                      
                      
                      
                      -Loss
      from continuing operations
                      
                      
                      (1,788
                      )
                      
                      
                      (1,738
                      )
                      
                      
                      (3,694
                      )
                      
                      
                      (3,555
                      )Partners'
      deficit:Beginning
      of period
                      
                      
                      (48,284
                      )
                      
                      
                      (41,664
                      )
                      
                      
                      (46,394
                      )
                      
                      
                      (39,822
                      )Net
      change in unrealized loss on investment securities
                      
                      
                      (39
                      )
                      
                      
                      207
                      
                      
                      
                      (23
                      )
                      
                      
                      182End
      of period
                      
                      $
                      (50,111
                      )
                      
                      $
                      (43,195
                      )
                      
                      $
                      (50,111
                      )
                      
                      $
                      (43,195
                      )Net
      loss per unit
                      
                      $
                      (18.30
                      )
                      
                      $
                      (17.78
                      )
                      
                      $
                      (37.79
                      )
                      
                      $
                      (36.37
                      )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
(unaudited).


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 30,2010
                  
                  
                  2009Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (3,694
                  )
                  
                  $
                  (3,555
                  )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                  
                  
                  2,057
                  
                  
                  
                  2,048Amortization
      of discount (1)
                  
                  
                  5,572
                  
                  
                  
                  5,278Net
      gain on disposition of properties
                  
                  
                  (54
                  )
                  
                  
                  -Realized
      gain on investment securities
                  
                  
                  (29
                  )
                  
                  
                  (24
                  )Change
      in assets and liabilitiesDecrease
      (increase) in tenant accounts receivable
                  
                  
                  33
                  
                  
                  
                  (84
                  )Increase
      in unbilled rent receivable
                  
                  
                  (22
                  )
                  
                  
                  (49
                  )Decrease
      in accounts receivable and other assets (1)
                  
                  
                  74
                  
                  
                  
                  308Increase
      in accounts payable and other liabilities (1)
                  
                  
                  223
                  
                  
                  
                  213Decrease
      in deferred revenue
                  
                  
                  (111
                  )
                  
                  
                  (76
                  )Net
      cash provided by operating activities
                  
                  
                  4,049
                  
                  
                  
                  4,059Cash
      flows from investing activities:Proceeds
      from disposition of properties
                  
                  
                  68
                  
                  
                  
                  -Improvements
      to rental property
                  
                  
                  (11
                  )
                  
                  
                  (43
                  )(Increase)
      decrease in restricted cash
                  
                  
                  (17
                  )
                  
                  
                  26Purchase
      of investment securities
                  
                  
                  (1,757
                  )
                  
                  
                  (1,881
                  )Sale
      of investment securities
                  
                  
                  2,098
                  
                  
                  
                  1,894Net
      cash provided (used ) by investing activities
                  
                  
                  381
                  
                  
                  
                  (4
                  )Cash
      flows from financing activities:Payments
      on wraparound mortgages (1)
                  
                  
                  (4,027
                  )
                  
                  
                  (4,025
                  )Net
      cash used in financing activities
                  
                  
                  (4,027
                  )
                  
                  
                  (4,025
                  )Increase
      in cash and cash equivalents
                  
                  
                  403
                  
                  
                  
                  30Cash
      and cash equivalents:Beginning
      of period
                  
                  
                  787
                  
                  
                  
                  1,272End
      of period
                  
                  $
                  1,190
                  
                  
                  $
                  1,302Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                  
                  $
                  774
                  
                  
                  $
                  914





(1)See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements
(unaudited).


3


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


June 30,
2010


(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 our Form 10-K for the year ended December 31, 2009.





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 Management fees 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,
2010. 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, and controlled by
Lipkin.  Included within Accounts payable and other liabilities is $2,477
and $2,382 due EBL&S at June 30, 2010 and December 31, 2009,
respectively.




As of
June 30, 2010, 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, 2010), and expires in May 2011.  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, 2010, there were $194 of
advances and $129 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,
2010


(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 leasable area (“GLA”)
and percentage of minimum rent for these tenants for the six-month period ended
June 30, 2010 and 2009 are detailed in the table below.  As of June 30,
2010, Sears owed approximately $54 under its leases with NPAMLP.  Neither
Sun Microsystems nor CVS had any outstanding balances due under its lease with
NPAMLP at June 30, 2010.




As of June 30, 2010
                  
                  
                  As of June 30, 2009Tenant
                  
                  No.
                    Locations
                  
                  
                  GLA
                  
                  
                  % of
                    Minimum
                    Rent
                  
                  
                  No.
                    Locations
                  
                  
                  GLA
                  
                  
                  % of
                    Minimum
                    RentSun
      Microsystems
                  
                  
                  1
                  
                  
                  
                  249,832
                  
                  
                  
                  24
                  %
                  
                  
                  1
                  
                  
                  
                  249,832
                  
                  
                  
                  23
                  %Sears
                  
                  
                  6
                  
                  
                  
                  619,120
                  
                  
                  
                  17
                  %
                  
                  
                  7
                  
                  
                  
                  703,300
                  
                  
                  
                  18
                  %CVS
                  
                  
                  5
                  
                  
                  
                  56,770
                  
                  
                  
                  14
                  %
                  
                  
                  5
                  
                  
                  
                  56,770
                  
                  
                  
                  14
                  %





Note 5:  Future
Interest Agreement





In March
2003, NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of January
1, 2003 (the “2003 Agreement”), in which NPAEP and PVPG agreed with NPAMLP to
modify the terms of Wrap Mortgages held by NPAEP and PVPG.  The terms of
the 2003 Agreement provided that NPAEP and PVPG: (a) reduce to 4.1% per year the
annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap Note that bears
a stated annual interest rate in excess of that amount (the reduction in the
interest rate was evaluated by NPAMLP in accordance with FASB authoritative
guidance, and was determined not to be a substantial modification of terms as
defined therein); (b) remove certain of the properties secured by the NPAEP and
PVPG Wrap Mortgages from the burden of the cross-default and
cross-collateralization provisions currently contemplated by the Restructuring
Agreement effective as of January 1, 1990 by and among MLPG, NPAMLP, National
Property Analysts, Inc. and others; and (c) agree to release the lienof the Wrap Mortgages from
the Properties upon a sale of or the agreement of a leasehold estate in any
Property prior to the maturity of the applicable Wrap Note.  In
consideration for the above, NPAMLP modified 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 certain
partnerships comprising NPAMLP.  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,
2010


(dollars
in thousands)





The
Managing General Partner believes that the execution and delivery of the 2003
Agreement has had 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 certain Partnerships 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.





The 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 (2010 through 2013) the projected balance due for all of the
Wrap Mortgages at December 31, 2013 is expected to approximate $109,000. 
As described above, in return for the reduction in interest rate and other
consideration set forth above, including the satisfaction of the Wrap Mortgages
due on December 31, 2013, NPAMLP’s Managing General Partner has agreed to
deliver deeds of future interest and assignments of leasehold interest, to be
recorded currently, effective December 31, 2013, to NPAEP and PVPG. 
NPAMLP’s Managing General Partner has determined that it is in the best
interests of NPAMLP and its partners to do so.  The effect of these deeds
and assignments will be to facilitate a transfer of fee and leasehold ownership
to the holders of the Wrap Mortgages at maturity (unless the Wrap Mortgages have
been previously paid in full).  Notwithstanding the foregoing, NPAEP and
PVPG have agreed in the 2003 Agreement to (a) release the liens of the Wrap
Mortgages and (b) deliver such deeds of future interest, assignments of
leasehold interests, or other documents or instruments as are necessary to
facilitate or effect such sales of the Properties prior to December 31, 2013 as
the Managing General Partner shall otherwise deem desirable.  The costs
incurred arising from the recordation of any of the documents described in the
2003 Agreement shall be borne by NPAEP or PVPG, as the case may be.  The
Managing General Partner believes that the result of the forgoing actions taken
pursuant to the 2003 Agreement will preserve all rights of the Limited Partners
under the Restructuring Agreement, including their right to share in certain
sales proceeds or cash flows prior to maturity of the Wrap
Mortgages.





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 June 2008, the Agreement was
amended extending the Effective Date to January 31, 2011. In June 2010, the
Agreement was further amended extending the Effective Date to February 29,
2012.  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.





As of
June 30, 2010, NPAMLP was obligated for $161 in capital commitments, primarily
for asphalt repairs.


6





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


June 30,
2010


(dollars
in thousands)





Note 7: Recent Accounting
Pronouncements





In
January 2010, the FASB issued authoritative guidance to enhance the usefulness
of fair value  measurements. This guidance amends the disclosures
about fair value measurements in the FASB Accounting Standards Codification. The
amended guidance is effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disaggregation requirement for the
reconciliation disclosure of Level 3 measurements, which is effective for fiscal
years beginning after December 15, 2010 and for interim periods within those
years. NPAMLP has adopted the provisions of  this guidance which did
not have a significant impact on our combined condensed  financial
statements.





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





In
June 2009, the FASB issued authoritative guidance to improve financial
reporting disclosure by companies involved with variable interest entities and
to provide more relevant and reliable information to users of financial
statements. The guidance is effective for annual reporting periods beginning
after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter, with
early adoption prohibited. NPAMLP has adopted the provisions of the FASB
guidance which did not have a material impact on its combined condensed
financial statements.





Note 8: Disclosure of Fair
Value of Financial Instruments





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, 2010 and December 31, 2009.  The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.





Cash
equivalents, marketable securities, receivables, accounts payable, and accrued
expenses and other liabilities are carried at amounts which reasonably
approximate their fair values as of June 30, 2010 and December 31,
2009.





The fair
value of the NPAMLP’s wraparound mortgages aggregate approximately $109 million
and $107 million as of June 30, 2010 and December 31, 2009, respectively. 
Management estimates that the carrying value approximates the estimated fair
value of the wraparound mortgages at June 30, 2010 and December 31, 2009. 
In accordance with FASB authoritative guidance, NPAMLP has determined the
estimated fair value of its wraparound mortgages based on discounted future cash
flows at a current market rate.





Disclosure
about fair value of financial instruments is based on pertinent information
available to management as of June 30, 2010 and December 31, 2009. 
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 December 31, 2009 and current
estimates of fair value may differ significantly from the amounts presented
herein.


7


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





June 30,
2010


(dollars
in thousands)





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





Liquidity and Capital
Resources





Net cash
provided by operating and  investing activities for the six-month
period ended June 30, 2010 was $4,049 and $381, respectively.  Net cash
used in financing activities was $4,027.  As a result of the above, there
was a $403 increase in cash and cash equivalents for the six months ended June
30, 2010.  The increase in cash was primarily due to a settlement of
litigation with a prior tenant at the Lake Mary, Florida property and the
receipt of a $67 net eminent domain award arising from the loss of a small
portion of the Taylorville, Illinois property.





As of
June 30, 2010, NPAMLP had an outstanding line of credit (the “NPAMLP Line”) with
EHD, a related party, under which EHD has agreed to advance up to $2,500 to
NPAMLP for the purposes of making capital and tenant improvements to the
properties.  The line bears interest at a variable rate, based on the prime
rate (3.25% at March 31, 2010), and expires in May 2011.  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, 2010,
there were $194 of advances and $129 of related accrued interest under the
NPAMLP Line.





As of
June 30, 2010, the third party underlying mortgages were current for all the
properties.





As of
June 30, 2010, NPAMLP was obligated for $161 in capital commitments, primarily
for asphalt repairs.





Critical Accounting
Policies





There
were no significant changes to NPAMLP’s critical accounting policies and
estimates during the six-month period ended June 30, 2010.





Results of
Operations





NPAMLP
owned 24 properties at June 30, 2010 and June 30, 2009.




The loss
from continuing operations for the three and six-month periods ended June 30,
2010 versus June 30, 2009 increased by $50 and $139, respectively.  The
increase in the loss from continuing operations was primarily due to an increase
in interest expense, and loss of the anchor tenant at the Kalamazoo, Michigan
property.  The increase in interest expense for the three and six-month
periods ended June 30, 2010 versus June 30, 2009 was $132 and $198,
respectively, and  is consistent with an increase in the balance of
the wraparound mortgages as the amortization of the discount on wraparound
mortgages was greater than the principal reduction on wraparound mortgages
payable for the three and six month periods ending June 30, 2010. The anchor
tenant’s lease at the Kalamazoo, Michigan property ended on February 28, 2010,
resulting in a reduction in rental income for the three and six month periods
ended June 30, 2010 of $62 and $83, respectively.  NPAMLP is actively
marketing this vacant space to major regional and national retailers. The two
factors were partially offset by the receipt of the eminent domain award,
mentioned above, and a litigation settlement from  a prior tenant at
the Lake Mary, Florida property of $175, which is included in Gain from
litigation settlement in the Combined Statement of Operations and Changes in
Partners’ Deficit for the six month period ending June 30,
2010.


8


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





June 30,
2010


(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 second quarter of
2010.  As a result of these market conditions, the cost and availability of
credit has been and may continue to be adversely affected by illiquid credit
markets. Concern about the stability of the markets has led many lenders and
institutional investors to reduce, and in some cases, cease to provide funding
to borrowers. Since there are no balloon payments due on the third party
underlying mortgages until 2012, NPAMLP has less exposure to these credit
conditions. Continued turbulence in the U.S. and international markets and
economies may adversely affect the liquidity and financial condition of our
tenants and consequently, NPAMLP’s liquidity. If these market conditions
continue, they may limit the ability of our tenants, to timely refinance
maturing liabilities and access the capital markets to meet liquidity
needs.





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





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




Forward Looking
Statements




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





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


9


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





June 30,
2010


(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 the design and operation of
NPAMLP’s disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 (the "Exchange Act") 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 effective.  Disclosure controls and procedures ensure
that information to be disclosed in reports that the NPAMLP files and submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and terms of the Securities and Exchange
Commission, and ensure that information required to be disclosed in the reports
that NPAMLP files or submits under the Exchange Act is accumulated and
communicated to  NPAMLP's management, including its managing general
partner, equity general partner and its agent's chief financial officer, to
allow timely decisions regarding required disclosure.




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


10





PART
II - OTHER INFORMATION





Item 1. Legal
Proceedings





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





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





Not
applicable.





Item 3. Defaults Upon Senior
Securities





Not
applicable.





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





Not
applicable.





Item 5. Other
Information





None.





Item 6. 
Exhibits





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


11





SIGNATURES





Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





National Property Analysts Master Limited
      Partnership(Registrant)Date:
                              August 12, 2010By:
                              EBL&S, Inc., its managing general
      partnerBy:
                              /s/ Edward B. LipkinName:
                              Edward
      B. LipkinTitle:
                              PresidentBy:
                              Feldman International, Inc., its equity general
      partnerBy:
                              /s/ Robert McKinneyName:
                              Robert
      McKinneyTitle:
                              President


12