<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

 X  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
--- Act of 1934 for the quarterly period ended March 31, 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                 (IRS Employer Identification No.)
of Incorporation or Organization)

                         230 S. Broad Street, Mezzanine
                        Philadelphia, Pennsylvania 19102
                        --------------------------------
                    (Address of Principal Executive Offices)

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

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
                                  ------------

                          (Outstanding at May 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 month period ended March 31, 2005 (the "Form 10-Q"), which was
originally filed with the Securities and Exchange Commission (the "Commission")
on May 13, 2005. The purpose of this Amendment No. 1 is to restate the balance
sheet, statement of operations and statement of cash flows for the three month
period ended March 31, 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 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 month
period ended March 31, 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 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. Notes 12 and 15 to the financial statements included in the Form 10-K show
the impact of the restatement to partners' deficit as of January 1, 2003 and to
the combined statements of operations for 2004 and 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
<PAGE>
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 month periods ended March 31, 2005 and 2004, initially filed on May 13,
2005 with the Commission, is being filed to reflect the restatements described
above to the combined balance sheet at March 31, 2005 and to the combined
statements of operations, partners' deficit and cash flows for the three month
periods ended March 31, 2005 and 2004.
<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  - March 31, 2005 and December 31, 2004                     1

      Combined Statements of Operations and Changes in Partners' Deficit
          - Three months ended March 31, 2005 and 2004                                    2

      Combined Statements of Cash Flows
          - Three months ended March 31, 2005 and 2004                                    3

      Notes to Combined Financial Statements                                              4

  Item 2.  Management's Discussion and Analysis of Results of
            Operations and Financial Condition.                                           6


PART II.  OTHER INFORMATION
---------------------------

  Item 6.  Exhibits.                                                                      8

SIGNATURES
----------

  Signatures                                                                              9
</TABLE>

<PAGE>
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                             COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   MARCH 31,           DECEMBER 31,
                                  ASSETS                                            2005                  2004
                                                                                (UNAUDITED AND         (RESTATED)
                                                                                   RESTATED)
                                                                                ----------------------------------
<S>                                                                             <C>                    <C>
Rental property, at cost:
  Land                                                                          $     11,167           $   11,167
  Buildings                                                                          156,440              156,440
                                                                                ----------------------------------
                                                                                     167,607              167,607
  Less: accumulated depreciation                                                      96,228               94,944
                                                                                ----------------------------------
       Rental property, net                                                           71,379               72,663

Cash and cash equivalents                                                              1,091                  902
Restricted cash                                                                          941                  806
Investment securities available for sale, at market                                      908                1,137
Tenant accounts receivable, net of allowance of $30 for
  2005 and 2004, respectively                                                            224                   56
Unbilled rent receivable                                                                 195                  140
Accounts receivable and other assets (1)                                               1,917                1,987
                                                                                ----------------------------------

Total assets                                                                    $     76,655           $   77,691
                                                                                ==================================

                     LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                                                     216,659              218,359
Less: unamortized discount based on imputed interest rate of 12% (1) (2)             104,284              106,443
                                                                                ----------------------------------

       Wraparound mortgages payable less unamortized discount (1) (2)                112,375              111,916

Due to Pension Groups (1)                                                              1,339                1,339
Other borrowings (1)                                                                   1,558                1,558
Accounts payable and other liabilities (1)                                             2,904                2,937
Deferred revenue                                                                         395                  238
Finance lease obligation                                                               1,750                1,750
                                                                                ----------------------------------

       Total liabilities                                                             120,321              119,738

Partners' deficit (2)                                                                (43,666)             (42,047)
                                                                                ----------------------------------

Total liabilities and partners' deficit                                         $     76,655           $   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 ENDED
                                                                                      MARCH 31, (RESTATED)
                                                                                -------------------------------
                                                                                     2005                 2004
                                                                                -------------------------------
<S>                                                                             <C>                 <C>
Income:
  Rental income                                                                      3,412               3,084
  Other charges to tenants                                                           1,182               1,038
  Interest and dividend income                                                          24                  21
                                                                                -------------------------------
       Total income                                                                  4,618               4,143
                                                                                -------------------------------

Operating expenses:
  Interest expense (1) (2)                                                           2,561               3,359
  Real estate taxes                                                                    893                 729
  Management fees (1)                                                                  176                 175
  Common area maintenance expenses                                                     710                 711
  Ground rent                                                                          176                 176
  Repairs and maintenance                                                               75                  94
  General and administrative                                                           266                 349
  Depreciation                                                                       1,284               1,217
  Amortization                                                                          54                  57
                                                                                -------------------------------
       Total operating expenses                                                      6,195               6,867
                                                                                -------------------------------
       Operating loss                                                               (1,577)             (2,724)

Other income (loss):
  Realized gain (loss) on investment securities                                         (9)                 25
                                                                                -------------------------------
       Loss from continuing operations                                              (1,586)             (2,699)

Discontinued operations:
  Loss from operations of discontinued components                                        -                (431)
  Loss on disposition of properties , net                                                -                (604)
                                                                                -------------------------------
       Net loss                                                                     (1,586)             (3,734)

Partners' deficit:
  Beginning of period                                                              (42,047)            (43,506)
  Forgiveness of wraparound mortgages payable
    on disposition of properties (1) (2)                                                 -               3,440
  Net change in unrealized loss on investment securities                               (33)                 (9)
                                                                                -------------------------------

  End of period                                                                 $  (43,666)         $  (43,809)
                                                                                ===============================

Net loss per unit                                                               $   (16.22)         $   (38.20)
                                                                                ===============================
</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>
                                                                                       THREE MONTHS ENDED
                                                                                      MARCH 31, (RESTATED)
                                                                                --------------------------------
                                                                                     2005                 2004
                                                                                --------------------------------
<S>                                                                             <C>                   <C>
Cash flows from operating activities:
  Net loss                                                                         ($1,586)             ($3,734)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
       Depreciation                                                                  1,284                1,353
       Amortization of discount (1)                                                  2,159                1,964
       Reduction in provision for bad debts                                              -                 (120)
       Net gain on disposition of properties                                                                604
       Realized (gain) loss on investment securities                                     9                  (25)
       Change in assets and liabilities:
         Decrease (increase) in tenant accounts receivable                            (168)                 182
         (Increase) decrease in unbilled rent receivable                               (55)                   -
         Decrease (increase) in other assets (1)                                        70                 (319)
         (Decrease) increase in accounts payable and other liabilities (1)             (33)                (555)
         Increase in deferred revenue                                                  157                   79
                                                                                --------------------------------
       Net cash provided by (used in) operating activities                           1,837                 (571)
                                                                                --------------------------------

Cash flows from investing activities:
  Disposition of properties                                                              -                  311
  Improvements to rental property                                                        -                 (150)
  Decrease in restricted cash                                                         (135)               1,158
  Purchase of investment securities                                                   (200)                 (12)
  Sale of investment securities                                                        387                  180
                                                                                --------------------------------
       Net cash used in investing activities                                            52                1,487
                                                                                --------------------------------

Cash flows from financing activities:
  Payments on wraparound mortgages (1)                                              (1,700)              (1,889)
  Proceeds from other borrowings                                                         -                  614
                                                                                --------------------------------
       Net cash used in financing activities                                        (1,700)              (1,275)
                                                                                --------------------------------

       Increase (decrease) in cash and cash equivalents                                189                 (359)
Cash and cash equivalents:
  Beginning of period                                                                  902                  773
                                                                                --------------------------------
  End of period                                                                     $1,091                 $414
                                                                                ================================

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                                          $1,254               $1,837
Supplemental disclosure of non-cash investing and financing activities:
  Reduction in wraparound mortgages from forgiveness
    or assumption of debt, net of related discount                                       -               $3,939
  Net book value of properties conveyed                                                  -               $1,814
                                                                                ================================
</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)
                                 March 31, 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 March
31, 2005. 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 March 31, 2005. Certain administrative services, including legal
fees, are reimbursed to EBL&S and are included in General and administrative on
the Combined Statements of Operations. The Wraparound mortgages payable are held
by National Property Analysts Employee Partnership (NPAEP), Penn Valley Pension
Group (PVPG) and Main Line Pension Group. NPAEP and PVPG, which collectively own
approximately 97% of the outstanding balance of the Wraparound mortgages
payable, are controlled by Lipkin. 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 $1,771 due EBL&S
at March 31, 2005.

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 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.

                                       4
<PAGE>
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                 March 31, 2005
                             (dollars in thousands)


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
payable to and 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
the three-month periods ending March 31, 2005 and 2004. Consequently, net income
for the period ended March 31, 2004 decreased by $3,440. The restatement had no
effect on partners' deficit for the period ended March 31, 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 2003and is
restating its interim financial statements for the three-month periods ending
March 31, 2005 and 2004. Consequently, interest expense for the period ending
March 31, 2004 has been increased by $299. The restatement did not impact the
statements of operation or cash flows for the period ended March 31, 2005. 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 the three-month
periods ended March 31, 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)
                                 March 31, 2005
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                         As originally
       2005                                                stated          As adjusted
       ----------------------------------------------- ----------------  ----------------
       <S>                                             <C>               <C>
       Unamortized discount based on imputed rate of          $ 95,848         $104,284
       12% - March 31,2005

       Partners' deficit -- March 31, 2005                     (52,102)         (43,666)


       2004
       -----------------------------------------------
       Interest expense                                          3,060            3,359

       Net loss from continuing operations                      (2,400)          (2,699)

       Net income (loss)                                             5           (3,734)

       Net income (loss) per unit                                 0.05           (38.20)

       Partners' deficit -- January 1, 2004                    (53,140)         (43,506)

       Partners' deficit -- March 31, 2004                     (53,144)         (43,809)
</Table>


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

Results of Operations
---------------------

NPAMLP owned 32 and 36 properties at March 31, 2005 and 2004, respectively.

NPAMLP's primary anchor tenant is Kmart, which accounted for approximately 28%
and 33% of the rental income earned by NPAMLP for the three months ended March
31, 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 March 31, 2005, NPAMLP had 11 remaining leases with Kmart aggregating
approximately 1,042,000 square feet.

In August 2003, the lender on the Lake Mary property commenced an action to
foreclose on its mortgage.

                                       6
<PAGE>
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                                 March 31, 2005
                             (dollars in thousands)

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 March 31, 2005, the carrying value of this property was $6,818 and the
balance of the related wraparound mortgages payable, net of discounts, was
$3,161.

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.

                                       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: May 17, 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