<PAGE>

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

                                   FORM 10-Q/A
                                (Amendment No. 1)

(Mark One)

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

    For the quarterly period ended June 30, 2005.

                                       OR

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

    For the transition period from ___________ to _____________

                                     0-24816
                                     -------
                            (Commission file number)

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

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

    230 South Broad Street, Mezzanine Level, Philadelphia, Pennsylvania 19102
    -------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

  Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [X]

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

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

    Units of Limited Partnership Interest              97,752 units
    -------------------------------------              ------------
                   (Class)                      (Outstanding at August 12, 2005)


<PAGE>

EXPLANATORY NOTE

National Property Analysts Master Limited Partnership ("NPAMLP") is filing this
Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") solely to amend its interim
financial statements and disclosures in its Quarterly Report on Form 10-Q for
the three and six month periods ended June 30, 2005 (the "Form 10-Q"), which was
originally filed with the Securities and Exchange Commission (the "Commission")
on August 13, 2005. The purpose of this Amendment No. 1 is to restate the
balance sheet, statement of operations and changes in Partners' deficit and
statement of cash flows for the three and six month periods ended June 30, 2005
and certain other disclosures included in the Form 10-Q for the period then
ended relating to NPAMLP's accounting for the forgiveness of wraparound mortgage
indebtedness and in its application of the interest method utilized in the
amortization of the discount on the wraparound mortgages, as more fully
described below.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended, this Amendment No. 1 contains the complete text of the balance sheet,
statements of operations and changes in Partners' deficit and cash flow, Note 5
to the Combined Financial Statements and Item 2. - Management's Discussion and
Analysis of Results of Operations and Financial Condition, as amended, and new
certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of
2002. The representations contained in the new certifications continue to relate
solely to the three and six-month periods ended June 30, 2005. This Amendment
No. 1 contains only the sections and exhibits to the Form 10-Q that are being
amended and restated with the exception of Note 3 to the combined financial
statements, which is being included for ease of reference. The sections of and
exhibits to the Form 10-Q as originally filed, which are not included herein,
are unchanged and continue in full force and effect as originally filed. This
Amendment No. 1 speaks of the date of the original filing of the Form 10-Q and
has not been updated to reflect events occurring subsequent to the original
filing date.

As previously noted in our Form 8-K filed on February 15, 2006, and in our Form
10-K for the year ended December 31, 2005 filed on March 31, 2006, NPAMLP
determined that its method of accounting for the forgiveness of wraparound
mortgage indebtedness and its application of the interest method utilized in the
amortization of the discount on the wraparound mortgages was not in accordance
with accounting principles generally accepted in the United States of America.
As a result, NPAMLP has restated in its annual report on Form 10-K for the year
ended December 31, 2005, filed on March 31, 2006, the combined balance sheet and
combined statements of operation, cash flows and partners' deficit for the years
ended December 31, 2004 and 2003. The restatement also affected periods prior to
2003. Note 12 to the financial statements included in the Form 10-K shows the
impact of the restatement to partners' deficit as of January 1, 2003.

Forgiveness of wraparound mortgage indebtedness

NPAMLP historically has accounted for the forgiveness of wraparound mortgage
indebtedness arising from the disposition of property as a component of the
recognized gain or loss on disposition, and disclosed the gain or loss as a
separate line item on the combined statement of operations in the year of the
forgiveness. The wrap mortgage indebtedness is controlled by Edward Lipkin, a
related party. Footnote 1 of APB 26 requires that forgiveness of debt from a
related party be accounted for as a capital transaction. Therefore, NPAMLP is
now accounting for such forgiveness of wraparound mortgage indebtedness as a
capital transaction.

Amortization of discount on wraparound mortgages

Additionally, NPAMLP amortizes the discount on the wraparound mortgages using
the interest method. However, in January 2006, NPAMLP concluded that for certain
properties acquired pursuant to tax deferred exchange transactions, the
amortization of the discount included balloon amortization that was not wholly
consistent with the interest method required in accordance with accounting
principles generally accepted in the United States of America. NPAMLP has
revised the amortization of the discount on the affected properties to be
consistent with the interest method.

This Amendment No.1 on Form 10-Q/A to the quarterly report on Form 10-Q for the
three and six month periods ended June 30, 2005, initially filed on August 13,
2005 with the Commission, is being filed to reflect the restatements described
above to the combined balance sheet at June 30, 2005 and to the combined
statements of operations, partners' deficit and cash flows for the three and six
month periods ended June 30, 2005.

                                                                               2
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                                      INDEX

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

  Item 1.  Combined Financial Statements (Unaudited)

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

      Combined Statements of Operations and Changes in Partners' Deficit
          - Three (3) and six (6) months ended June 30, 2005 and 2004        2

      Combined Statements of Cash Flows
          -Six (6) months ended June 30, 2005 and 2004                       3

      Notes to Combined Financial Statements                                 4

  Item 2.  Management's Discussion and Analysis of Results of
                 Operations and Financial Condition.                         5

PART II.  OTHER INFORMATION

  Item 6.  Exhibits.                                                         8

SIGNATURES

  Signatures                                                                 9
</TABLE>

                                                                               3
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                             COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

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

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

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

Total assets                                                                $       74,478  $     77,691
                                                                            ==============  ============

                        LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                                            $      200,968  $    218,359
Less: unamortized discount based on imputed interest rate of 12% (1) (2)            95,246       106,443
                                                                            --------------  ------------

            Wraparound mortgages payable less unamortized discount (1) (2)         105,722       111,916

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

            Total liabilities                                                      115,434       119,738

Partners' deficit                                                                  (40,956)      (42,047)
                                                                            --------------  ------------

Total liabilities and partners' deficit (2)                                 $       74,478  $     77,691
                                                                            ==============  ============
</TABLE>

(1)   See Note 3: Related Party Transactions.

(2)   See Note 8: Restatement of Financial Statements / Prior Period Adjustment

See accompanying notes to combined financial statements.

                                       1
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

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

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

Operating expenses:
    Interest expense (1) (2)                                          3,165      2,389      5,570      6,126
    Real estate taxes                                                   863        959      1,731      1,688
    Management fees (1)                                                 271        204        446        398
    Common area maintenance expenses                                    480        714      1,151      1,435
    Ground rent                                                         140        219        316        404
    Repairs and maintenance                                             164        170        237        247
    General and administrative (1)                                       17        320        279        688
    Depreciation                                                      1,208      1,183      2,448      2,477
    Amortization                                                         49         60        103        117
                                                                   --------   --------   --------   --------
            Total operating expenses                                  6,357      6,218     12,281     13,580
                                                                   --------   --------   --------   --------
            Operating loss                                           (1,774)    (1,751)    (3,100)    (4,639)

Other income (loss):
    Realized gain (loss) on investment securities                        --         25         (9)        50
                                                                   --------   --------   --------   --------
            Loss from continuing operations                          (1,774)    (1,726)    (3,109)    (4,589)

Discontinued operations:
    Loss from operations of discontinued components                     (52)      (486)      (303)      (640)
    Gain on disposition of properties                                   289      2,151        289      1,434
                                                                   --------   --------   --------   --------
            Net loss                                                 (1,537)       (61)    (3,123)    (3,795)

Partners' deficit:
    Beginning of period                                             (43,666)   (43,740)   (42,047)   (43,506)
    Forgiveness of wraparound mortgages payable (1) (2)               4,246         --      4,246      3,440

    Net change in unrealized gain (loss) on investment securities         1        (68)       (32)        (8)
                                                                   --------   --------   --------   --------
    End of period                                                  ($40,956)  ($43,869)  ($40,956)  ($43,869)
                                                                   ========   ========   ========   ========
Net loss per unit                                                  ($ 15.72)  ($   .62)  ($ 31.95)  ($ 38.82)
                                                                   ========   ========   ========   ========
</TABLE>

(1)   See Note 3: Related Party Transactions.

(2)   See Note 8: Restatement of Financial Statements / Prior Period Adjustment

See accompanying notes to combined financial statements.

                                        2
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

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

<TABLE>
<CAPTION>
                                                                         SIX MONTHS ENDED JUNE 30, (RESTATED)
                                                                         ------------------------------------
                                                                             2005                    2004
                                                                         -------------          -------------
<S>                                                                      <C>                    <C>
Cash flows from operating activities:
      Net loss                                                                 ($3,123)               ($3,795)
      Adjustments to reconcile net income to net cash
        provided by operating activities:
            Depreciation                                                         2,507                  2,706
            Amortization of discount (1)                                         4,318                  4,404
            Reduction in provision for bad debts                                    --                   (120)
            Net gain on disposition of properties (1)                             (289)                (1,546)
            Gain on finance lease obligation                                        --                   (400)
            Realized loss (gain) on investment securities                            9                    (50)
            Change in assets and liabilities:
                    (Increase) decrease in tenant accounts receivable              (83)                   136
                    Increase in unbilled rent receivable                           (37)                   (22)
                    Increase in tenant leasing costs                                --                    (11)
                    Increase in other assets (1)                                  (283)                  (148)
                    Increase (decrease) in accounts payable and other
                    liabilities (1)                                                501                   (337)
                    Increase in deferred revenue                                    23                     58
                                                                         -------------          -------------
                Net cash provided by operating activities                        3,543                    875
                                                                         -------------          -------------

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

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

Cash and cash equivalents:
  Beginning of period                                                              902                    773
                                                                         -------------          -------------
  End of period                                                           $        993           $        603
                                                                         =============          =============
Supplemental disclosure of cash flow information:
        Cash paid during the period for interest                          $      1,370           $      2,480
Supplemental disclosure of non-cash investing and financing activities:
        Reduction in wraparound mortgages from forgiveness
            or assumption of debt, net of related discount                $      4,246           $      3,440
</TABLE>

(1)   See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

                                        3

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

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

Note 3: Related Party Transactions

Management fees, leasing commissions and certain administrative services,
including legal fees are paid to EBL&S Property Management, Inc. (EBL&S), which
is owned entirely by E&H Properties, Inc. (E&H), a corporation owned and
controlled by Edward B. Lipkin (Lipkin), a related party. Management fees are
paid exclusively to EBL&S and are included in the Combined Statements of
Operations. Leasing commissions are deferred over the life of their respective
leases and are included in Other Assets on the Combined Balance Sheets at June
30, 2005 and December 31, 2004. Also, included in Accounts Receivable and Other
Assets is a $436 loan receivable from a partnership in which Lipkin owns a 50%
general partnership interest at June 30, 2005 and December 31, 2004. Certain
administrative services, including legal fees, are reimbursed to EBL&S and are
included in General and Administrative on the Combined Statements of Operations.
National Property Analysts Employee Partnership (NPAEP), Penn Valley Pension
Group (PVPG) and Main Line Pension Group hold the Wraparound Mortgages Payable.
Lipkin controls NPAEP and PVPG, which collectively own approximately 97% of the
outstanding balance of the wraparound mortgages payable. Due to Pension Groups,
unamortized discount and interest expense are all financial statement accounts
that relate directly to the Wraparound mortgages payable. Other borrowings
represent amounts due to E&H. Included within accounts payable and other
liabilities is $1,756 and $1,437 due EBL&S at June 30, 2005 and December 31,
2004, respectively.

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

Note 5: Ground Leases / Finance Lease Obligation

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

On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain was recognized for $604. The balance of the
wraparound mortgages, net of discounts, in the amount of $3,440 was forgiven by
NPAEP and recognized as a reduction to partners' deficit.

Note 6: Disposition of Properties / Subsequent Event

In October 2004, NPAMLP entered into a contract to sell the property in Bowling
Green, Ohio to an unrelated third party. In May 2005 NPAMLP closed on the sale
of the Bowling Green property. As a result, a net gain of $281 was recognized in
the second quarter of 2005. The balance of the wraparound mortgages, net of
discounts, in the amount of $4,009 was forgiven by NPAEP and recognized as a
reduction to partners' deficit.

                                        4
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

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

In November and December of 2004 NPAMLP sold the properties in Crescent City,
California and International Falls, Minnesota, respectively, in transactions
structured to be tax-deferred exchanges in accordance with Section 1031 of the
Internal Revenue Code. The purchase side of these transactions was not completed
by NPAMLP in the one hundred eighty day time period allotted by the Internal
Revenue Code. NPAEP agreed to forgive the balance of the wraparound mortgages
that it held on these properties after the time period to complete the
tax-deferred exchange elapsed, and accordingly NPAMLP recognized a gain on the
forgiveness of the wraparound mortgages, net of discounts, of $237.

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

Note 8: Restatement of Financial Statements / Prior Period Adjustment

NPAMLP had historically accounted for the forgiveness of wraparound mortgage
indebtedness arising from the disposition of a property as a component of the
recognized gain or loss on disposition, and reported those gains or losses in
the discontinued operations section of the Statement of Operations and Changes
in Partners' Deficit in the year of disposition. For the years ended December
31, 2004 and 2003, NPAMLP determined that since the wraparound mortgages were
forgiven by a related party (see Note 3), such forgiveness should have been
accounted for as a capital transaction in accordance with Accounting Principles
Board Opinion No. 26, Early Extinguishment of Debt. As a result, NPAMLP has
restated its financial statements for the years ended December 31, 2004 and 2003
and is restating its interim financial statements for each of the three and six
month periods ending June 30, 2005 and 2004. Consequently, net income for the
three and six-month periods ended June 30, 2005 decreased by $5,071. Net income
for the three and six-month periods ended June 30, 2004 decreased by $3,440. The
restatement had no effect on partners' deficit for the three month period ended
June 30, 2004.

In addition, NPAMLP concluded that for certain properties acquired pursuant to
certain tax deferred exchange transactions, the amortization of the discount on
the wraparound mortgages was not consistent with the interest method, and did
not result in a constant rate of interest. As a result, NPAMLP has restated its
financial statements for the years ended December 31, 2004 and 2003 and is
restating its interim financial statements for each of the three and six month
periods ending June 30, 2005 and 2004. Consequently, interest expense for the
three and six month periods ending June 30, 2004 has been increased by $299 and
$598, respectively. For the years prior to 2003, the cumulative effect of the
correction, in the amount of $55, has been recognized as a prior period
adjustment, increasing the Partners' deficit of NPAMLP as of January 1, 2003.

The Discount on wraparound mortgages represents the difference between the
present value of the mortgage payments due at the stated rate and the imputed
rate. Effective January 1, 2003, NPAMLP re-evaluated the balance of the discount
on wraparound mortgages to consider the cumulative effect of the changes in
future cash flows required under the wraparound mortgage obligations. These
changes to the original estimate arose from reductions in the balloon payments
due on the wraparound mortgages arising from partial sales of certain
properties, reductions in the annual payments required under the wraparound
mortgages and the change in interest rate pursuant to the future interest
agreement. The resultant calculation of the estimated value of the discount on
wraparound mortgages increased the discount by $10,689, which was recognized as
a prior period adjustment decreasing the Partners' deficit of NPAMLP as of
January 1, 2003. The prior period adjustment had no effect on net loss or net
loss per unit for 2003.

The following is a summary of the impact of the restatement on the
Combined Statements of Operations and Changes in Partners' Deficit for each of
the three and six-month periods ended June 30, 2005 and 2004. The amounts
reflected below may differ from amounts reported on the Combined Statement of
Operations due to adjustments related to SFAS 144 for the measurement of
long-lived assets to be disposed of by sale:

                                        5
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

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

<TABLE>
<CAPTION>
                                                         Three months ended          Six months ended
                                                           June 30, 2005              June 30, 2005
                                                   --------------------------   ---------------------------
                                                   As originally                As originally
                                                      stated      As adjusted       stated      As adjusted
                                                   -------------  -----------   -------------   -----------
<S>                                                <C>            <C>           <C>             <C>
Net income (loss)                                          3,534       (1,537)          1,948        (3,123)

Net income (loss) per unit                                 36.15       (15.72)          19.93        (31.95)

Unamortized discount based on imputed rate of 12%                                      87,635        95,246

Partners' deficit - June 30, 2005                                                     (48,567)      (40,956)
</TABLE>

<TABLE>
<CAPTION>
                                                         Three months ended         Six months ended
                                                           June 30, 2004              June 30, 2004
                                                   --------------------------   ---------------------------
                                                   As originally                As originally
                                                      stated      As adjusted    stated         As adjusted
                                                   -------------  -----------   -------------   -----------
<S>                                                <C>            <C>           <C>             <C>
Interest expense                                           2,090        2,389           5,528         6,126

Net loss from continuing operations                       (1,427)      (1,726)         (3,991)       (4,589)

Net income (loss)                                            238          (61)            243        (3,795)

Net income (loss) per unit                                  2.43         (.62)           2.49        (38.82)

Partners' deficit  -  January 1, 2004                                                 (53,209)      (43,506)

Partners' deficit  -  June 30, 2004                                                   (52,974)      (43,938)
</TABLE>

Results of Operations

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

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

                                        6
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

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

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

In October 2004, NPAMLP entered into a contract to sell the property in Bowling
Green, Ohio to an unrelated third party. In May 2005 NPAMLP closed on the sale
of the Bowling Green property. As a result, a net gain of $281 was recognized in
the second quarter of 2005. The balance of the wraparound mortgages, net of
discounts, in the amount of $4,009 was forgiven by NPAEP and recognized as a
reduction to partners' deficit.

In November and December of 2004 NPAMLP sold the properties in Crescent City,
California and International Falls, Minnesota, respectively, in transactions
structured to be tax-deferred exchanges in accordance with Section 1031 of the
Internal Revenue Code. The purchase side of these transactions was not completed
by NPAMLP in the one hundred eight day time period allotted by the Internal
Revenue Code. NPAEP agreed to forgive the balance of the wraparound mortgages
that it held on these properties after the period to complete the exchange
elapsed, and as a result, NPAMLP recognized a gain on the forgiveness of the
wraparound mortgages, net of discounts, of $237.

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

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

On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain was recorded for $604. The balance of the
wraparound mortgages, net of discounts, in the amount of $3,440 was forgiven by
NPAEP and recognized as a reduction to partners' deficit. (see Note 5).

Operating loss decreased for the six-month period ended June 30, 2005 versus
June 30, 2004 by $1,539. The decrease in operating loss for the six-month period
ended June 30, 2005 was primarily due to an increase in minimum rent arising
from new leases and a decrease in general and administrative expenses due to a
reduction in legal fees. Operating loss for the three-month period ended June
30, 2005 versus June 30, 2004 increased by $23. The increase in the operating
loss was primarily due to an increase in interest expense that was partially
offset by an increase in minimum rent arising from new leases and a decrease in
general and administrative expenses and common area maintenance expenses.

                                        7
<PAGE>

                           PART II. OTHER INFORMATION

Item 6. Exhibits

<TABLE>
<CAPTION>
Exhibit No.                           Description
-----------  --------------------------------------------------------------------
<S>          <C>
31.1         Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.

31.2         Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.

31.3         Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.

32.1         Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.

32.2         Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.

32.3         Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.
</TABLE>

                                       8
<PAGE>

                                   SIGNATURES

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

                  National Property Analysts Master Limited Partnership
                  (Registrant)

                  Date: July 14, 2006

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

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

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

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

                               9