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
            September
      30, 2010OR ̈
            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 November 8,
    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  - September 30, 2010 and December 31,
      2009
                        
                        1Combined
      Condensed Statements of Operations and Changes in Partners’
      Deficit-
      Three and nine months ended September 30, 2010 and 2009
                        
                        2Combined
      Condensed Statements of Cash Flows-
      Nine months ended September 30, 2010 and 2009
                        
                        3Notes
      to Combined Condensed Financial Statements
                        
                        4Item
      2.     Management’s Discussion and Analysis of
      Financial Condition and Results of Operations.
                        
                        9Item
      3.     Quantitative and Qualitative Disclosures
      about Market Risk.
                        
                        11Item
      4 T.  Controls and Procedures.
                        
                        11PART II.  OTHER
      INFORMATIONItem
      1.  Legal Proceedings.
                        
                        12Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
                        
                        12Item
      3.  Defaults Upon Senior Securities.
                        
                        12Item
      4.  Submission of Matters to a Vote of Security
      Holders.
                        
                        12Item
      5.  Other Information.
                        
                        12Item
      6.  Exhibits.
                        
                        12SIGNATURESSignatures
                        
                        13







NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Balance Sheets


(in
thousands)





September 30,
                  
                  
                  December 31,2010
                  
                  
                  2009(Unaudited)AssetsRental
      property, at cost:Land
                  
                  $
                  7,568
                  
                  
                  $
                  7,582Buildings
                  
                  
                  107,334
                  
                  
                  
                  107,159Tenant-in-common
      property
                  
                  
                  22,662
                  
                  
                  
                  22,662137,564
                  
                  
                  
                  137,403Less:
      accumulated depreciation
                  
                  
                  77,040
                  
                  
                  
                  74,008Rental
      property, net
                  
                  
                  60,524
                  
                  
                  
                  63,395Cash
      and cash equivalents
                  
                  
                  986
                  
                  
                  
                  787Restricted
      cash
                  
                  
                  161
                  
                  
                  
                  80Investment
      securities available for sale, at market
                  
                  
                  2,999
                  
                  
                  
                  3,218Tenant
      accounts receivable, net of allowance of $30 as of September 30, 2010 and
      December 31, 2009, respectively
                  
                  
                  36
                  
                  
                  
                  148Unbilled
      rent receivable
                  
                  
                  1,248
                  
                  
                  
                  1,215Accounts
      receivable and other assets (1)
                  
                  
                  408
                  
                  
                  
                  542Total
      assets
                  
                  $
                  66,362
                  
                  
                  $
                  69,385Liabilities
      and Partners' DeficitWraparound
      mortgages payable (1)
                  
                  $
                  150,710
                  
                  
                  $
                  156,700Less:
      unamortized discount based on imputed interest rate of 12% (1)
                  
                  
                  40,880
                  
                  
                  
                  49,298Wraparound
      mortgages payable less unamortized discount (1)
                  
                  
                  109,830
                  
                  
                  
                  107,402Due
      to NPAEP (1)
                  
                  
                  3,292
                  
                  
                  
                  3,292Other
      borrowings (1)
                  
                  
                  194
                  
                  
                  
                  194Accounts
      payable and other liabilities (1)
                  
                  
                  3,220
                  
                  
                  
                  2,944Deferred
      revenue
                  
                  
                  146
                  
                  
                  
                  197Finance
      lease obligation
                  
                  
                  1,750
                  
                  
                  
                  1,750Total
      liabilities
                  
                  
                  118,432
                  
                  
                  
                  115,779Partners'
      deficit
                  
                  
                  (52,070
                  )
                  
                  
                  (46,394
                  )Total
      liabilities and partners' deficit
                  
                  $
                  66,362
                  
                  
                  $
                  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
                    September 30,
                  
                  
                  Nine months ended
                    September 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Income:Rental
      income
                  
                  $
                  3,163
                  
                  
                  $
                  3,221
                  
                  
                  $
                  9,573
                  
                  
                  $
                  9,768Other
      charges to tenants
                  
                  
                  784
                  
                  
                  
                  799
                  
                  
                  
                  2,517
                  
                  
                  
                  2,486Interest
      and dividend income
                  
                  
                  37
                  
                  
                  
                  48
                  
                  
                  
                  111
                  
                  
                  
                  174Total
      income
                  
                  
                  3,984
                  
                  
                  
                  4,068
                  
                  
                  
                  12,201
                  
                  
                  
                  12,428Operating
      expenses:Interest
      expense (1)
                  
                  
                  3,321
                  
                  
                  
                  3,204
                  
                  
                  
                  9,832
                  
                  
                  
                  9,517Real
      estate taxes
                  
                  
                  758
                  
                  
                  
                  746
                  
                  
                  
                  2,270
                  
                  
                  
                  2,231Management
      fees (1)
                  
                  
                  137
                  
                  
                  
                  133
                  
                  
                  
                  431
                  
                  
                  
                  435Common
      area maintenance expenses
                  
                  
                  353
                  
                  
                  
                  338
                  
                  
                  
                  1,269
                  
                  
                  
                  1,244Ground
      rent (1)
                  
                  
                  194
                  
                  
                  
                  432
                  
                  
                  
                  583
                  
                  
                  
                  819Repairs
      and maintenance
                  
                  
                  166
                  
                  
                  
                  125
                  
                  
                  
                  387
                  
                  
                  
                  305General
      and administrative (1)
                  
                  
                  92
                  
                  
                  
                  109
                  
                  
                  
                  361
                  
                  
                  
                  427Depreciation
                  
                  
                  1,012
                  
                  
                  
                  1,008
                  
                  
                  
                  3,032
                  
                  
                  
                  3,019Amortization
                  
                  
                  18
                  
                  
                  
                  19
                  
                  
                  
                  55
                  
                  
                  
                  56Total
      operating expenses
                  
                  
                  6,051
                  
                  
                  
                  6,114
                  
                  
                  
                  18,220
                  
                  
                  
                  18,053Operating
      loss
                  
                  
                  (2,067
                  )
                  
                  
                  (2,046
                  )
                  
                  
                  (6,019
                  )
                  
                  
                  (5,625
                  )Other
      gain:Realized
      gain on investment securities
                  
                  
                  59
                  
                  
                  
                  286
                  
                  
                  
                  88
                  
                  
                  
                  310Gain
      on disposition of properties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  54
                  
                  
                  
                  -Gain
      from litigation settlement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  175
                  
                  
                  
                  -Loss
      from continuing operations
                  
                  
                  (2,008
                  )
                  
                  
                  (1,760
                  )
                  
                  
                  (5,702
                  )
                  
                  
                  (5,315
                  )Partners'
      deficit:Beginning
      of period
                  
                  
                  (50,111
                  )
                  
                  
                  (43,195
                  )
                  
                  
                  (46,394
                  )
                  
                  
                  (39,822
                  )Net
      change in unrealized loss on investment securities
                  
                  
                  49
                  
                  
                  
                  (60
                  )
                  
                  
                  26
                  
                  
                  
                  122End
      of period
                  
                  $
                  (52,070
                  )
                  
                  $
                  (45,015
                  )
                  
                  $
                  (52,070
                  )
                  
                  $
                  (45,015
                  )Net
      loss per unit
                  
                  $
                  (20.54
                  )
                  
                  $
                  (18.00
                  )
                  
                  $
                  (58.33
                  )
                  
                  $
                  (54.37
                  )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)





Nine months ended September 30,2010
                          
                          
                          2009Cash
      flows from operating activities:Net
      loss
                          
                          $
                          (5,702
                          )
                          
                          $
                          (5,315
                          )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                          
                          
                          3,087
                          
                          
                          
                          3,075Amortization
      of discount (1)
                          
                          
                          8,418
                          
                          
                          
                          7,988Net
      gain on disposition of properties
                          
                          
                          (54
                          )
                          
                          
                          -Realized
      gains on investment securities
                          
                          
                          (88
                          )
                          
                          
                          (310
                          )Change
      in assets and liabilitiesDecrease
      in tenant accounts receivable
                          
                          
                          112
                          
                          
                          
                          29Increase
      in unbilled rent receivable
                          
                          
                          (33
                          )
                          
                          
                          (74
                          )Decrease
      in accounts receivable and other assets (1)
                          
                          
                          79
                          
                          
                          
                          333Increase
      in accounts payable and other liabilities (1)
                          
                          
                          276
                          
                          
                          
                          422Decrease
      in deferred revenue
                          
                          
                          (51
                          )
                          
                          
                          (80
                          )Net
      cash provided by operating activities
                          
                          
                          6,044
                          
                          
                          
                          6,068Cash
      flows from investing activities:Proceeds
      from disposition of properties
                          
                          
                          68
                          
                          
                          
                          -Improvements
      to rental property
                          
                          
                          (175
                          )
                          
                          
                          (73
                          )Increase
      in restricted cash
                          
                          
                          (81
                          )
                          
                          
                          (64
                          )Purchases
      of investment securities
                          
                          
                          (4,179
                          )
                          
                          
                          (3,840
                          )Sales
      of investment securities
                          
                          
                          4,512
                          
                          
                          
                          4,097Net
      cash provided by investing activities
                          
                          
                          145
                          
                          
                          
                          120Cash
      flows from financing activities:Payments
      on wraparound mortgages (1)
                          
                          
                          (5,990
                          )
                          
                          
                          (6,053
                          )Net
      cash used in financing activities
                          
                          
                          (5,990
                          )
                          
                          
                          (6,053
                          )Increase
      in cash and cash equivalents
                          
                          
                          199
                          
                          
                          
                          135Cash
      and cash equivalents:Beginning
      of period
                          
                          
                          787
                          
                          
                          
                          1,272End
      of period
                          
                          $
                          986
                          
                          
                          $
                          1,407Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                          
                          $
                          1,139
                          
                          
                          $
                          1,346





(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)


September
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 September 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 $2,521 and $2,382 due
EBL&S at September 30, 2010 and December 31, 2009,
respectively.





As of
September 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 September
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 September 30, 2010, there were $194 of
advances and $131 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)


September
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 nine-month period ended
September 30, 2010 and 2009 are detailed in the table below. As of
September 30, 2010, Sun Microsystems, Sears, and CVS had no outstanding balances
due under any leases with NPAMLP.




As of September 30, 2010
                  
                  
                  As of September 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)


September
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
September 30, 2010, NPAMLP was not obligated for any capital commitments within
its property portfolio.


6





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


September
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 its 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





In
addition to the disclosures in Note 9 for assets which are recorded at fair
value, GAAP also requires disclosure of fair value information about financial
instruments, whether or not recognized in the balance sheet, for which it is
practicable to estimate that value. 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 September 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, receivables, accounts payable, and accrued expenses and other
liabilities are carried at amounts which reasonably approximate their fair
values due to their short term nature as of September 30, 2010 and December 31,
2009. Marketable securities are carried at fair value and valued based on quoted
market prices in an exchange and active markets.





The fair
value of the NPAMLP’s wraparound mortgages aggregate approximately $110 million
and $107 million as of September 30, 2010 and December 31, 2009,
respectively.  Management estimates that the carrying value
approximates the estimated fair value of the wraparound mortgages at September
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 September 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)





September
30, 2010


(dollars
in thousands)





Note 9: Fair Value
Measurements





NPAMLP
applies the guidance of the FASB regarding fair value measurements. The
guidance establishes a common definition for fair value to be applied to U.S.
GAAP guidance requiring use of fair value, establishes a framework for measuring
fair value, and expands disclosure about such fair value measurements. This
guidance does not require any new fair value measurements, but rather applies to
all other accounting pronouncements that require or permit fair value
measurements.




The
guidance utilizes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels. The
following is a brief description of those three levels:




·
            Level
      1: Observable inputs such as quoted prices (unadjusted) in active
      markets for identical assets or
liabilities.




·
            Level
      2: Inputs other than quoted prices that are observable for the asset
      or liability, either directly or indirectly. These include quoted prices
      for similar assets or liabilities in active markets and quoted prices for
      identical or similar assets or liabilities in markets that are not
      active.




·
            Level
      3: Unobservable inputs that reflect the reporting entity’s own
      assumptions






The
following is a description of the valuation methodologies used for the
investments measured at fair value, including the general classification of such
instruments pursuant to the valuation hierarchy:




Level 1 Fair Value
Measurements




Mutual
funds and common stock are valued based on quoted market prices in active
markets, which represent the net asset values of shares held by NPAMLP at period
end and are classified as Level 1 investments.




Level
2 Fair Value Measurements




There
were no Level 2 inputs used in the valuation




Level
3 Fair Value Measurements




There
were no Level 3 inputs used in the valuation.


Fair Value Measurements at September 30, 2010
                  Using Fair Value HierarchyFair Value as of
                  September 30, 2010
                
                
                Level 1
                
                
                Level 2
                
                
                Level 3Mutual
      funds
                
                $
                1,799
                
                
                $
                1,799
                
                
                $
                -
                
                
                $
                -Common
      stock
                
                
                1,200
                
                
                
                1,200
                
                
                
                -
                
                
                
                -Total
                
                $
                2,999
                
                
                $
                2,999
                
                
                $
                -
                
                
                $
                -





Fair Value Measurements at December 31, 2009
                  Using Fair Value HierarchyFair Value as of
                  December 31, 2009
                
                
                Level 1
                
                
                Level 2
                
                
                Level 3Mutual
      funds
                
                $
                3,218
                
                
                $
                3,218
                
                
                $
                -
                
                
                $
                -Total
                
                $
                3,218
                
                
                $
                3,218
                
                
                $
                -
                
                
                $
                -




8


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





September
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 nine-month period ended
September 30, 2010 was $6,044 and $145, respectively. Net cash used in financing
activities was $5,990. As a result of the above, there was a $199 increase in
cash and cash equivalents for the nine months ended September 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 $68 net eminent
domain award arising from the loss of a small portion of the Taylorville,
Illinois property.





As of
September 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 September 30, 2010), and expires in May 2011. Although there is no
assurance that an extension will be granted, NPAMLP anticipates that the NPAMLP
Line will be extended by EHD. 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 September 30, 2010, there were $194 of
advances and $131 of related accrued interest under the NPAMLP
Line.





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





As of
September 30, 2010, NPAMLP was not obligated for any capital commitments within
its property portfolio.





Critical Accounting
Policies





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





Results of
Operations





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





The loss
from continuing operations for the three and nine-month periods ended September
30, 2010 versus September 30, 2009 increased by $248 and $387, 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 nine-month periods
ended September 30, 2010 versus September 30, 2009 was $117 and $315,
respectively, and is consistent with an increase in the balance of the
wraparound mortgages, net of the unamortized discount, as the amortization of
the discount was greater than the principal reduction on wraparound mortgages
payable for the three and nine-month periods ending September 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 nine-month
periods ended September 30, 2010 of $62 and $145, respectively. NPAMLP is
actively marketing this vacant space to major regional and national retailers.
These 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 nine-month period ending September 30, 2010.




9





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





September
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 third 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.




10




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





September
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 for the three and nine month periods ending
September 30, 2010. 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.


11





PART
II - OTHER INFORMATION





Item 1. Legal
Proceedings





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




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





Not
applicable.





Item 3. Defaults Upon Senior
Securities





Not
applicable.





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





Not
applicable.





Item 5. Other
Information





None.





Item 6.
Exhibits




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




12


SIGNATURES





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




National Property Analysts Master Limited
      Partnership(Registrant)Date:
                          November 8, 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




13