<PAGE>

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

                                    FORM 10-Q

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

     For the quarterly period ended SEPTEMBER 30, 2006

                                       OR

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

     For the transition period from ________________ to ________________

                         Commission file number: 0-24816

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
                DELAWARE                                          23-2610414
     (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)
</TABLE>

<TABLE>
<S>                                                               <C>
230 SOUTH BROAD STREET, MEZZANINE LEVEL                             19102
       PHILADELPHIA, PENNSYLVANIA                                 (Zip Code)
(Address of principal executive offices)
</TABLE>

                                 (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 [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 Exchange Act). Yes [ ] No [X]

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

<TABLE>
<CAPTION>
             Class                              Outstanding at NOVEMBER 10, 2006
             -----                              --------------------------------
<S>                                             <C>
UNITS OF LIMITED PARTNERSHIP INTEREST                     97,752 UNITS
</TABLE>

<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 - September 30, 2006 and December 31, 2005       1

   Combined Statements of Operations and Changes in Partners' Deficit
      - Three and nine months ended September 30, 2006 and 2005
      (Restated)                                                            2

   Combined Statements of Cash Flows - Nine months ended September
      30, 2006 and 2005 (Restated)                                          3

   Notes to Combined Financial Statements                                   4

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.                                          8

Item 3. Quantitative and Qualitative Disclosures about Market Risk.         8

Item 4. Controls and Procedures.                                            9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.                                                 10

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.       10

Item 3. Defaults Upon Senior Securities.                                   10

Item 4. Submission of Matters to a Vote of Security Holders.               10

Item 5. Other Information.                                                 10

Item 6. Exhibits.                                                          10

SIGNATURES

Signatures                                                                 11
</TABLE>
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                             COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,   DECEMBER 31,
                                                               2006           2005
                                                          -------------   ------------
                                                           (UNAUDITED)
<S>                                                       <C>             <C>
                         ASSETS

Rental property, at cost:
   Land                                                     $  8,442        $  9,544
   Buildings                                                 120,714         133,591
                                                            --------        --------
                                                             129,156         143,135
   Less: accumulated depreciation                             75,385          82,826
                                                            --------        --------
      Rental property, net                                    53,771          60,309
Cash and cash equivalents                                      1,280           1,489
Restricted cash                                                  135             648
Investment securities available for sale, at market              894             503
Tenant accounts receivable, net of allowance of $30 for
   2006 and 2005, respectively                                   233             246
Unbilled rent receivable                                         530             385
Accounts receivable and other assets (1)                       2,207           1,974
                                                            --------        --------
Total assets                                                $ 59,050        $ 65,554
                                                            ========        ========

            LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                            $172,197        $189,886
Less: unamortized discount based on imputed interest
   rate of 12% (1) (2)                                        79,220          91,169
                                                            --------        --------
      Wraparound mortgages payable less unamortized
         discount (1) (2)                                     92,977          98,717

Due to Pension Groups (1)                                      3,467           3,237
Other borrowings (1)                                             630             630
Accounts payable and other liabilities (1)                     2,724           3,021
Deferred revenue                                                 180             171
Finance lease obligation                                       1,750           1,750
                                                            --------        --------
      Total liabilities                                      101,728         107,526

Partners' deficit                                            (42,678)        (41,972)
                                                            --------        --------
Total liabilities and partners' deficit (2)                 $ 59,050        $ 65,554
                                                            ========        ========
</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      NINE MONTHS ENDED
                                                             SEPTEMBER 30,           SEPTEMBER 30,
                                                         ---------------------   ---------------------
                                                           2006        2005        2006        2005
                                                         --------   ----------   --------   ----------
                                                                    (RESTATED)              (RESTATED)
<S>                                                      <C>        <C>          <C>        <C>
Income:
   Rental income                                         $  2,977    $  2,779    $  8,709    $  8,350
   Other charges to tenants                                   730         960       2,766       2,928
   Interest and dividend income                                56          16          97          69
                                                         --------    --------    --------    --------
      Total income                                          3,763       3,755      11,572      11,347
                                                         --------    --------    --------    --------
Operating expenses:
   Interest expense (1) (2)                                 2,885       3,300       8,445       8,333
   Real estate taxes                                          586         809       2,292       2,389
   Management fees (1)                                        168          94         504         465
   Common area maintenance expenses                           379         405       1,184       1,321
   Ground rent (1)                                            144         128         440         444
   Repairs and maintenance                                    142         125         285         266
   General and administrative (1)                              68         113         433         374
   Depreciation                                               971         961       2,911       2,917
   Amortization                                               102          76         243         179
                                                         --------    --------    --------    --------
      Total operating expenses                              5,445       6,011      16,737      16,688
                                                         --------    --------    --------    --------
      Operating loss                                       (1,682)     (2,256)     (5,165)     (5,341)

Other income (loss):
   Realized loss on investment securities                      --          --          --          (9)
                                                         --------    --------    --------    --------
      Loss from continuing operations                      (1,682)     (2,256)     (5,165)     (5,350)

Discontinued operations:
   Loss from operations of discontinued components           (120)       (116)       (389)       (434)
   Gain on disposition of properties, net of
   unamortized discount on wraparound mortgages             4,777       1,083       4,777       2,197
                                                         --------    --------    --------    --------
      Net income (loss)                                     2,975      (1,289)       (777)     (3,587)

Partners' deficit:
   Beginning of period                                    (45,685)    (40,131)    (41,972)    (42,047)
   Forgiveness of wraparound mortgages payable (1) (2)         --          --          --       4,246
   Net change in unrealized (loss) gain on investment
      securities                                               32          18          71         (14)
                                                         --------    --------    --------    --------
   End of period                                         $(42,678)   $(41,402)   $(42,678)   $(41,402)
                                                         ========    ========    ========    ========
Net income (loss) per unit                               $  30.43    $ (13.19)   $  (7.95)   $ (36.70)
                                                         ========    ========    ========    ========
</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>
                                                                NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              ---------------------
                                                                2006       2005
                                                              --------   ----------
                                                                         (RESTATED)
<S>                                                           <C>        <C>
Cash flows from operating activities:
   Net loss                                                   $   (777)   $ (3,587)
   Adjustments to reconcile net loss to net cash
      provided by operating activities:
      Depreciation                                               2,911       3,699
      Amortization of discount (1)                               6,894       6,983
      Net gain on disposition of properties (1)                 (4,777)     (2,197)
      Realized loss on investment securities                        --          (9)
      Change in assets and liabilities:
         Decrease (increase) in tenant accounts receivable          13         (97)
         Increase in unbilled rent receivable                     (145)        (22)
         (Increase) decrease in other assets (1)                  (233)        855
         (Decrease) increase in accounts payable and other
            liabilities (1)                                       (297)        277
         Increase (decrease) in deferred revenue                     9          (8)
                                                              --------    --------
         Net cash provided by operating activities               3,598       5,894
                                                              --------    --------
Cash flows from investing activities:

      Disposition of properties                                 13,775       4,076
      Improvements to rental property                             (316)       (829)
      Increase (decrease) in restricted cash                       513        (275)
      Purchase of investment securities                           (320)       (257)
      Sale of investment securities                                 --         687
                                                              --------    --------
         Net cash  provided by investing activities             13,652       3,402
                                                              --------    --------
Cash flows from financing activities:
      Payments on wraparound mortgages (1)                     (17,689)    (10,329)
      Increase in due to/from pension groups                       230       1,396
      Payments on other borrowings                                  --         (60)
                                                              --------    --------
         Net cash used in financing activities                 (17,459)     (8,993)
                                                              --------    --------
         (Decrease) increase in cash and cash equivalents         (209)        303

Cash and cash equivalents:
   Beginning of period                                           1,489         902
                                                              --------    --------
   End of period                                              $  1,280    $  1,205
                                                              ========    ========
Supplemental disclosure of cash flow information:
      Cash paid during the period for interest                $  2,013    $  2,657

Supplemental disclosure of non-cash investing and financing
   activities:
      Reduction in wraparound mortgages from forgiveness or
         assumption of debt, net of related discount          $     --    $  4,246
</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)
                               September 30, 2006
                             (dollars in thousands)

Note 1:  Basis of Presentation

The accompanying unaudited combined 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 the Company 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 financial statements should be read in conjunction with the combined
financial statements and notes thereto filed with Form 10-K for the year ended
December 31, 2005.

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 / Subsequent Event

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 Accounts receivable and other assets on the Combined
Balance Sheet at September 30, 2006. Certain administrative services, including
legal fees, are reimbursed to EBL&S and are included in General and
administrative expenses on the Combined Statements of Operations. National
Property Analysts Employee Partnership (NPAEP) and Penn Valley Pension Group
(PVPG), collectively, hold the Wraparound mortgages payable. Lipkin controls
NPAEP and PVPG, which collectively own 100% of the outstanding balance of the
Wraparound mortgages payable. Due to Pension Groups, unamortized discount and
interest expense are all financial statement accounts that relate directly to
the Wraparound mortgages payable. Other borrowings represent amounts due to E&H.
Included within Accounts payable and other liabilities is $2,118 and $1,981 due
EBL&S at September 30, 2006 and December 31, 2005, respectively.

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
September 30, 2006. 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.


                                       4

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                               September 30, 2006
                             (dollars in thousands)

In October 2005, a limited liability company controlled by Lipkin ("Lipkin LLC")
acquired land in San Mateo, California, that was leased to NPAMLP under a ground
lease that was scheduled to expire in February 2025. Annual rent due under the
ground lease is $96.

In October 2006, NPAMLP sold its leasehold interest in the property in San
Mateo, California to Lipkin LLC that also owns the fee interest in the San Mateo
property. The sales price of $13,900 was determined based on an independent
appraisal of the fair market value of the leasehold interest. The consideration
for the purchase will be the transfer of a property of equivalent value in a
transaction structured as a tax deferred exchange pursuant to section 1031 of
the Internal Revenue Code. The exchange of the property is anticipated to be
completed in the fourth quarter of 2006. Any gain or loss from this transaction
will be recognized in the fourth quarter of 2006.

Note 4:  Major Tenants

NPAMLP's primary anchor tenants are Kmart Corporation and its subsidiaries
("Kmart") and CVS Corporation ("CVS"). For the nine-month periods ended
September 30, 2006 and 2005, Kmart accounted for approximately 28% and 27%
respectively, of the rental income received by NPAMLP, and CVS accounted for
approximately 10% and 9%, respectively, of the rental income received by NPAMLP.
As of September 30, 2006, NPAMLP had 8 leases with Kmart aggregating
approximately 872,000 square feet and 5 leases with CVS aggregating
approximately 49,000 square feet. As of September 30, 2006 and December 31,
2005, Kmart owed NPAMLP approximately $52 and $111, respectively, under its
leases with NPAMLP, and CVS had no outstanding balances under its leases with
NPAMLP.

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 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.

Note 6: Disposition of Properties

In September 2006, NPAMLP sold the properties in Lockport, IL, New
Hope, MN and North Sarasota, FL in a transaction structured to be a
tax-deferred exchange in accordance with Section 1031 of the Internal Revenue
Code. Proceeds from the sales were primarily used to make additional principal
payments on the wraparound mortgages. As a result of the change to the payments
due on the wraparound mortgages, the Unamortized discount on the wraparound
mortgages was reduced by $5,056. This amount was recognized as a loss and
reported as a component of the gain on disposition of properties. The resultant
net gain on this transaction was $4,777. The purchase side of the tax-deferred
exchange is anticipated to be completed in the fourth quarter of 2006.

Note 7:  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 would: (a) reduce


                                       5

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                               September 30, 2006
                             (dollars in thousands)

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; (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 lien of 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
agreed to modify the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages to provide
that (i) there is an event of default under the applicable NPAEP Wrap Mortgages
or PVPG Wrap Mortgages, as the case may be, if a judgment or other lien is
entered against the title or lease-holding entity thereby entitling NPAEP or
PVPG, as the case may be, to avail itself of the post-default rights or remedies
under the relevant security document; and (ii) for cross-default and
cross-collateralization among the Unaudited Partnerships and, separately, among
the Audited Partnerships. In addition NPAMLP would 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.

The Managing General Partner believes that the execution and delivery of the
2003 Agreement will have the following effects for NPAMLP as a result of the
reduction in the annual interest rate on the NPAEP Wrap Notes and the PVPG Wrap
Notes (i) NPAMLP expects to realize significant 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 of
the Internal Revenue Code of 1986, as amended, investors in Unaudited
Partnerships will recognize non-recurring ordinary income (forgiveness of
indebtedness) in 2003. The tax impact of this recognition will depend upon
numerous factors related to each investor's particular tax situation, including
his marginal tax rate and his suspended passive losses from prior years. Each
investor is urged to consult his own tax advisor for further advice on this
point.

Under the terms of the Restructuring Agreement, all Wrap Mortgages owned by
NPAEP or PVPG are due and payable in substantial "balloon" amounts on December
31, 2013. Assuming no sales of Properties by NPAMLP in the interim period (2007
through 2013) the projected balance due for all of the Wrap Mortgages at
December 31, 2013 is expected to approximate $133,000. 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 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 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


                                       6

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

               Notes to Combined Financial Statements (Unaudited)
                               September 30, 2006
                             (dollars in thousands)

shall be borne by NPAEP or PVPG, as the case may be. The Managing General
Partner believes that the result of the forgoing actions taken pursuant to the
2003 Agreement will preserve all rights of the Limited Partners under the
Restructuring Agreement, including their right to share in certain sales
proceeds or cash flows prior to maturity of the Wrap Mortgages.

Neither NPAMLP, NPAEP nor PVPG were represented by independent counsel or
retained other independent advisers or consultants in connection with the
negotiation, execution or delivery of the 2003 Agreement. Nonetheless, the
Managing General Partner believes that the transactions permitted or
contemplated by the 2003 Agreement are fair and equitable to NPAMLP and the
other parties involved.

Note 8: Commitments and Contingencies

In June 2006, NPAMLP and Lipkin LLC entered into an agreement with an anchor
tenant (the "Agreement"), whereby the lease with the anchor tenant would be
assigned to NPAMLP or Lipkin LLC effective February 2009 (the "Effective Date").
In consideration for the assignment, the anchor tenant would receive payments
totaling $2,550 during the period from June 2006 through the Effective Date. In
August 2006, Lipkin LLC remitted $500 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 its other stores leased from
NPAMLP. Under the Agreement, the liability for the consideration to the anchor
tenant is borne by Lipkin LLC and NPAMLP, however it is anticipated that Lipkin
LLC shall fund all of the consideration due. Lipkin has personally guaranteed
the obligations to the anchor tenant under the Agreement.

In 2006, NPAMLP entered into an agreement with the anchor tenant at the
East Haven property to terminate its lease upon 90 days notice from NPAMLP.
Such notice would be deemed given on October 31, 2006 if not previously given
by NPAMLP. The termination agreement provides for a payment of $1,700 to the
anchor in January 2007. The termination payment will be a capitalized cost, and
amortized.

Note 9: Restatement of Financial Statements

NPAMLP has filed on September 19, 2006 on Form 10-Q/A Amendment No. 1 to amend
its interim financial statements and disclosures in its Quarterly Report on Form
10-Q for the three and nine-month periods ended September 30, 2005 (the "Form
10-Q"), which was originally filed with the Securities and Exchange Commission
(the "Commission") on August 15, 2005. The purpose of Amendment No. 1 is to
restate the balance sheet, statement of operations and statement of cash flows
for the three and nine month periods ended September 30, 2005 and certain other
disclosures included in the Form 10-Q for the period then ended relating to
NPAMLP's accounting for the forgiveness of wraparound mortgage indebtedness and
in its application of the interest method utilized in the amortization of the
discount on the wraparound mortgages. Please refer to Amendment No. 1 on Form
10-Q/A for the three and nine-month period ended September 30, 2005 for
additional disclosure.


                                       7

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                               September 30, 2006
                             (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 activities for the nine-month period ended
September 30, 2006 was $3,598. Net cash provided by and used in investing and
financing activities was $13,652 and $17,459, respectively. As a result of the
above, there was a $209 decrease in cash and cash equivalents for the nine
months ended September 30, 2006.

As of September 30, 2006 NPAMLP had two outstanding lines of credit (the NPAMLP
Lines) with E&H, a related party, under which E&H has agreed to advance up to
$2,500 to NPAMLP for the purposes of making capital and tenant improvements to
the properties. The NPAMLP Lines were comprised of a $2,000 and a $500 line of
credit. The lines bear interest at a variable rate, based on the prime rate
(8.25% at September 30, 2006), and have no expiration date. Any amounts advanced
to NPAMLP are not directly secured by any collateral. Pursuant to the terms of
the NPAMLP Lines, the obligation of E&H to make advances to NPAMLP is at all
times in the sole and absolute discretion of E&H. As of September 30, 2006,
there were $630 of advances and $24 of related accrued interest under the NPAMLP
Lines.

As of September 30, 2006, the third party underlying mortgages were current for
all the properties.

As of September 30, 2006, NPAMLP was obligated for approximately $62 of capital
commitments, which are primarily for capital repairs.

Critical Accounting Policies

There were no significant changes to NPAMLP's critical accounting policies and
estimates during the three-month period ended September 30, 2006.

Results of Operations

NPAMLP owned 26 and 30 properties at September 30, 2006 and 2005, respectively.

Loss from continuing operations decreased for the three-month period ended
September 30, 2006 versus September 30, 2005 by $505. The decrease in loss from
continuing operations for the three-month period ended September 30, 2006, was
primarily due to increases in rental income from new leases and a reduction in
real estate taxes. Loss from continuing operations increased for the nine-month
period ended September 30, 2006 versus September 30, 2005 by $299. The increase
in loss from continuing operations for the nine-month period ended September 30,
2006 was primarily due to increases in interest expense, which were partially
offset by increased rental income from new tenant leases.

In September 2006, NPAMLP sold the properties in Lockport, IL, New Hope, MN and
North Sarasota, FL in a transaction structured to be a tax-deferred exchange in
accordance with Section 1031 of the Internal Revenue Code. Proceeds from the
sales were primarily used to make additional principal payments on the
wraparound mortgages. As a result of the change to the payments due on the
wraparound mortgages, the Unamortized discount on the wraparound mortgages was
reduced by $5,056. This amount was recognized as a loss and reported as a
component of the gain on disposition of properties. The resultant net gain on
this transaction was $4,777. The purchase side of the tax-deferred exchange is
anticipated to be completed in the fourth quarter.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information concerning market risk is incorporated herein by reference to Item
7A of the Company's Form 10-K for the fiscal year ended December 31, 2005. There
has been no material change in the quantitative and qualitative disclosure about
market risk since December 31, 2005.


                                       8

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                               September 30, 2006
                             (dollars in thousands)

Item 4. Controls and Procedures

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

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


                                       9

<PAGE>

                           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

<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>


                                       10

<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: November 10, 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


                                       11