<PAGE>
================================================================================

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

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


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the quarterly period ended September 30, 2005.
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from ................... to ..........................

Commission file number                                        0-24816
                                                              -------

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


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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

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

Units of Limited Partnership Interest                  97,752 units
-------------------------------------                  -------------
              (Class)                         (Outstanding at November 11, 2005)


================================================================================
<PAGE>
EXPLANATORY NOTE

National Property Analysts Master Limited Partnership ("NPAMLP") is filing this
Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") solely to amend its interim
financial statements and disclosures in its Quarterly Report on Form 10-Q for
the three and nine month periods ended September 30, 2005 (the "Form 10-Q"),
which was originally filed with the Securities and Exchange Commission (the
"Commission") on November 14, 2005. The purpose of this Amendment No. 1 is to
restate the balance sheet, statement of operations and changes in partners'
deficit and statement of cash flows for the three and 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, 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,
statement of operations and changes in partners' deficit and statement of cash
flow, Note 5 to the Combined Financial Statements and Item 2. -- Management's
Discussion and Analysis of Results of Operations and Financial Condition, as
amended, and new certifications pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. The representations contained in the new
certifications continue to relate solely to the three and nine-month periods
ended September 30, 2005. This Amendment No. 1 contains only the sections and
exhibits to the Form 10-Q that are being amended and restated with the exception
of Note 3 to the 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 and changes in partners' deficit, and cash
flows for the years ended December 31, 2004 and 2003. The restatement also
affected periods prior to 2003. Note 12 to the financial statements included in
the Form 10-K shows the impact of the restatement to partners' deficit as of
January 1, 2003.

Forgiveness of wraparound mortgage indebtedness
-----------------------------------------------

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

Amortization of discount on wraparound mortgages
------------------------------------------------

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

This Amendment No.1 on Form 10-Q/A to the quarterly report on Form 10-Q for the
three and nine month periods ended September 30, 2005, initially filed on
November 14, 2005 with the Commission, is being filed to reflect the
restatements described above to the combined balance sheet at September 30, 2005
and to the combined statements of operations, partners' deficit and cash flows
for the three and nine month periods ended September 30, 2005.
<PAGE>
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                                      INDEX
                                      -----

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                           PAGE NO.
------------------------------                                                           -------
<S>                                                                                      <C>
  Item 1. Combined Financial Statements (Unaudited)

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

      Combined Statements of Operations and Changes in Partners' Deficit
          - Three and nine months ended September 30, 2005 and 2004                         2

      Combined Statements of Cash Flows
          -Nine months ended September 30, 2005 and 2004                                    3

      Notes to Combined Financial Statements                                                4

  Item 2. Management's Discussion and Analysis of Results of
            Operations and Financial Condition.                                             7


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

  Item 6. Exhibits.                                                                         9


SIGNATURES
----------

  Signatures                                                                               10
</TABLE>
<PAGE>
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                             COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                               SEPTEMBER 30,     DECEMBER 31,
                                                                                   2005            2004
                                     ASSETS                                     (UNAUDITED      (RESTATED)
                                                                               AND RESTATED)
                                                                              -------------------------------
<S>                                                                           <C>                <C>
Rental property, at cost:
  Land                                                                           $10,294          $11,167
  Buildings                                                                      149,260          156,440
                                                                              -------------------------------
                                                                                 159,554          167,607
  Less: accumulated depreciation                                                  92,465           94,944
                                                                              -------------------------------
    Rental property, net                                                          67,089           72,663

Cash and cash equivalents                                                          1,205              902
Restricted cash                                                                    1,081              806
Investment securities available for sale, at market                                  702            1,137
Tenant accounts receivable, net of allowance of $30 for
  2005 and 2004, respectively                                                        153               56
Unbilled rent receivable                                                             162              140
Accounts receivable and other assets (1)                                           1,132            1,987
                                                                              -------------------------------

Total assets                                                                     $71,524          $77,691
                                                                              ===============================

                        LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                                                $196,905         $218,359
Less: unamortized discount based on imputed interest rate of 12% (1)(2)           93,406          106,443
                                                                              -------------------------------

    Wraparound mortgages payable less unamortized discount (1)(2)                103,499          111,916


Due to Pension Groups (1)                                                          2,735            1,339
Other borrowings (1)                                                               1,498            1,558
Accounts payable and other liabilities (1)                                         3,214            2,937
Deferred revenue                                                                     230              238
Finance lease obligation                                                           1,750            1,750
                                                                              -------------------------------

    Total liabilities                                                            112,926          119,738

Partners' deficit                                                                (41,402)         (42,047)
                                                                              -------------------------------

Total liabilities and partners' deficit (2)                                      $71,524          $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                    NINE MONTHS
                                                                                    ENDED                            ENDED
                                                                            SEPTEMBER 30, (RESTATED)        SEPTEMBER 30, (RESTATED)
                                                                       -------------------------------------------------------------
                                                                          2005            2004             2005             2004
                                                                       -------------------------------------------------------------
<S>                                                                    <C>                <C>             <C>               <C>
Income:
  Rental income                                                          $3,283           $2,742          $10,117            $8,515
  Other charges to tenants                                                1,127            1,006            3,421             3,000
  Interest and dividend income                                               16               18               69                80
                                                                       -------------------------------------------------------------
    Total income                                                          4,426            3,766           13,607            11,595
                                                                       -------------------------------------------------------------

Operating expenses:
  Interest expense (1) (2)                                                3,523            2,340            9,093             6,962
  Real estate taxes                                                         881              868            2,612             2,303
  Management fees (1)                                                       128              244              574               592
  Common area maintenance expenses                                          518              350            1,669             1,722
  Ground rent (1)                                                           128               65              444               447
  Repairs and maintenance                                                   145               30              382               269
  General and administrative (1)                                             68              243              347               857
  Depreciation                                                            1,150            1,043            3,598             3,186
  Amortization                                                               76               54              179               171
                                                                       -------------------------------------------------------------
    Total operating expenses                                              6,617            5,237           18,898            16,509
                                                                       -------------------------------------------------------------
    Operating loss                                                       (2,191)          (1,471)          (5,291)           (4,914)

Other income (loss):
  Realized gain (loss) on investment securities                               -                -               (9)               50
                                                                       -------------------------------------------------------------
    Loss from continuing operations                                      (2,191)          (1,471)          (5,300)           (4,864)

Discontinued operations:
  Loss from operations of discontinued components                          (181)          (2,342)            (484)           (1,184)
  Gain on disposition of properties, net                                  1,083            5,344            2,197             3,784
                                                                       -------------------------------------------------------------
    Net income (loss)                                                    (1,289)           1,531           (3,587)           (2,264)

Partners' deficit:
  Beginning of period                                                   (40,131)         (43,869)         (42,047)          (43,506)
  Forgiveness of wraparound mortgages payable (1) (2)                         -                -            4,246             3,440
  Net change in unrealized gain (loss) on investment securities              18               92              (14)               84
                                                                       -------------------------------------------------------------

  End of period                                                        ($41,402)        ($42,246)        ($41,402)         ($42,246)
                                                                       =============================================================

Net income (loss) per unit                                              ($13.19)          $15.66          ($36.70)          ($23.16)
                                                                       =============================================================
</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, (RESTATED)
                                                                                ---------------------------
                                                                                   2005             2004
                                                                                ---------------------------
<S>                                                                             <C>                <C>
Cash flows from operating activities:
  Net loss                                                                        ($3,587)         ($2,264)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation                                                                  3,699            4,884
      Amortization of discount (1)                                                  6,983            5,821
      Reduction in provision for bad debts                                              -             (120)
      Net gain on disposition of properties                                        (2,197)          (5,344)
      Gain on financed lease obligation                                                 -             (400)
      Realized loss on investment securities                                           (9)             (50)
      Change in assets and liabilities:
          (Increase) decrease in tenant accounts receivable                           (97)             131
          (Increase) decrease in unbilled rent receivable                             (22)             152
          Increase in other assets (1)                                                855               36
          Increase (decrease) in accounts payable and other liabilities (1)           277             (584)
          (Decrease) increase in deferred revenue                                      (8)             216
                                                                                ---------------------------
        Net cash provided by operating activities                                   5,894            2,478
                                                                                ---------------------------

Cash flows from investing activities:
  Disposition of properties                                                         4,076           11,045
  Improvements to rental property                                                    (829)          (1,287)
  (Increase) decrease in restricted cash                                             (275)             246
  Purchase of investment securities                                                  (257)            (185)
  Sale of investment securities                                                       687              405
                                                                                ---------------------------
        Net cash provided by investing activities                                   3,402           10,224
                                                                                ---------------------------

Cash flows from financing activities:
  Payments on wraparound mortgages (1)                                            (10,329)         (13,516)
  Increase in due to/from pension groups                                            1,396                -
  (Payments on) proceeds from other borrowings                                        (60)             425
                                                                                ---------------------------
        Net cash used in financing activities                                      (8,993)         (13,091)
                                                                                ---------------------------

        Increase (decrease) in cash and cash equivalents                              303             (389)

Cash and cash equivalents:
  Beginning of period                                                                 902              773
                                                                                ---------------------------

  End of period                                                                    $1,205             $384
                                                                                ===========================

Supplemental disclosure of cash flow information:
      Cash paid during the period for interest                                     $7,339           $7,251
Supplemental disclosure of non-cash investing and financing activities:
      Reduction in wraparound mortgages from forgiveness
        or assumption of debt, net of related discount                             $4,246           $3,939
      Net book value of properties conveyed                                        $2,704           $6,200
                                                                                ==========================
</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, 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
September 30, 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 September 30, 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. National Property
Analysts Employee Partnership (NPAEP), Penn Valley Pension Group (PVPG) and Main
Line Pension Group hold the Wraparound mortgages payable. Lipkin controls NPAEP
and PVPG, which collectively own approximately 97% of the outstanding balance of
the Wraparound mortgages payable. Due to Pension Groups, unamortized discount
and interest expense are all financial statement accounts that relate directly
to the Wraparound mortgages payable. Other borrowings represent amounts due to
E&H. Included within Accounts payable and other liabilities is $1,756 and $1,705
due EBL&S at September 30, 2005 and December 31, 2004, respectively.

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

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


Note 5: Ground Leases/Finance Lease Obligation
----------------------------------------------

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

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


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

               Notes to Combined Financial Statements (Unaudited)
                               September 30, 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
forgiven by a related party (see Note 3), such forgiveness should have been
accounted for as a capital transaction in accordance with Accounting Principles
Board Opinion No. 26, Early Extinguishment of Debt. As a result, NPAMLP has
restated its financial statements for the years ended December 31, 2004 and 2003
and is restating its interim financial statements for each of the three and nine
month periods ending September 30, 2005 and 2004. Consequently, net income for
the nine-month period ended September 30, 2004 decreased by $3,440 and net
income for the nine-month period ended September 30, 2005 decreased by $4,246.
The restatement had no effect on partners' deficit for the three-month period
ended September 30, 2004.

In addition, NPAMLP concluded that for certain properties acquired pursuant to
certain tax deferred exchange transactions, the amortization of the discount on
the wraparound mortgages was not consistent with the interest method, and did
not result in a constant rate of interest. As a result, NPAMLP has restated its
financial statements for the years ended December 31, 2004 and 2003 and is
restating its interim financial statements for each of the three and nine month
periods ending September 30, 2005 and 2004. Consequently, interest expense for
the three and nine month periods ending September 30, 2004 has been increased by
$300 and $898, respectively. For the years prior to 2003, the cumulative effect
of the correction, in the amount of $55, has been recognized as a prior period
adjustment increasing the Partners' deficit of NPAMLP as of January 1, 2003.

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

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



                                        5
<PAGE>
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

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


<Table>
<Caption>
                                                                 Nine months ended
                                                                 September 30, 2005
                                                           ------------------------------
                                                           As originally
                                                              stated         As adjusted
                                                           -------------     ------------
<S>                                                        <C>               <C>
Net income (loss)                                               659            (3,587)

Net income (loss) per unit                                     6.74            (36.70)

Unamortized discount based on imputed rate of 12%            84,970            93,406

Partners' deficit -- September 30, 2005                     (49,838)          (41,402)
</TABLE>



<TABLE>
<CAPTION>

                                                              Three months ended              Nine months ended
                                                              September 30, 2004              September 30, 2004
                                                         ----------------------------    ----------------------------

                                                         As originally                   As originally
                                                             stated       As adjusted        stated       As adjusted
                                                         -------------    -----------    -------------    -----------
<S>                                                      <C>              <C>            <C>              <C>
Interest expense                                             2,040           2,340            6,064          6,962

Net loss from continuing operations                         (1,171)         (1,471)          (3,966)        (4,864)

Net income (loss)                                            1,831           1,531            2,074         (2,264)

Net income (loss) per unit                                   18.73           15.66            21.22         (23.16)

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

Partners' deficit  -  September 30, 2004                                                    (51,051)       (42,246)
</Table>


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

                               September 30, 2005
                             (dollars in thousands)


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

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

NPAMLP owned 30 and 32 properties at September 30, 2005 and 2004, respectively.

NPAMLP's primary anchor tenant is Kmart, which accounted for approximately 27%
and 33% of the rental income earned by NPAMLP for the three months ended
September 30, 2005 and 2004, respectively. In January 2002, Kmart filed for
protection under Chapter 11 of the United States Bankruptcy Code. However by May
6, 2003, a Joint Plan of Reorganization was confirmed by the Bankruptcy Court
and Kmart emerged from the Court's protection. Kmart's reorganization did not
have a material adverse impact on NPAMLP's financial position or results of
operations. As of September 30, 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. 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 September 30, 2005, the carrying value
of this property was $6,675 and the balance of the related wraparound mortgages
payable, net of discounts, was $3,368.

In July 2005, NPAMLP sold a portion of the property in Waverly, Ohio to the
anchor tenant at this property. As a result of this sale, a net gain of $916 was
recognized in the third quarter of 2005.

In September 2005, NPAMLP sold the property in Cahokia, IL to the tenant at this
property. As a result of this sale, a net gain of $167 was recognized in the
third quarter in 2005.

In the fourth quarter of 2004, NPAMLP sold the properties in Crescent City,
California and International Falls, Minnesota, in transactions structured to be
tax-deferred exchanges in accordance with Section 1031 of the Internal Revenue
Code. The purchase side of these transactions was not completed by NPAMLP. NPAEP
agreed to forgive the balance of the wraparound mortgages that it held on these
properties in the amount of $237. This amount is recognized as a reduction to
the Partners' deficit account of NPAMLP.

In May 2005, NPAMLP sold the property in Bowling Green, Ohio to an unrelated
third party. As a result, a net gain of $281 was recognized in the second
quarter of 2005. The balance of the wraparound mortgages, net of discounts, in
the amount of $4,009 was forgiven by the Pension Groups and recognized as a
reduction to Partner's deficit.

In August 2004, NPAMLP sold the properties in Menominee, Michigan and Sault Ste.
Marie, Michigan and in September 2004 the property in Steger, Illinois was sold.
All three of these property sales were transactions structured to be a
tax-deferred exchanges in accordance with Section 1031 of the Internal Revenue
Code. As a result of these sales, a net gain of $3,808 was recognized in the
third quarter.



                                        7
<PAGE>
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                               September 30, 2005
                             (dollars in thousands)


In May 2004, the Ocala, Florida property and a parcel of the Cottage Grove,
Minnesota parcel were sold. The Ocala sale transaction was structured to be a
tax-deferred exchange in accordance with Section 1031 of the Internal Revenue
Code. The purchase side of this transaction was completed in the fourth quarter
of 2004. As a result of this transaction, a net gain for $1,229 was recognized.
At the time of the sale the balance of the wraparound mortgage encumbering the
Ocala property was $2,920. At closing the wraparound mortgage was paid down by
$2,270 and the remaining balance of $948, net of discounts, remains a liability
of NPAMLP. The Cottage Grove sale resulted in a net gain of $1,047.

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 recognized for $604. The balance of the
wraparound mortgages, net of discounts, in the amount of $3,440 was forgiven by
NPAEP and recognized as a reduction to Partners' deficit. (see Note 5).

Loss from continuing operations increased for the three and nine-month periods
ended September 30, 2005 versus September 30, 2004 by $720 and $436,
respectively. The increase in net loss for the three and nine-month periods
ended September 30, 2005 was primarily due to increases in interest expense
arising from the properties acquired to complete tax deferred sale transactions.
The increase in interest expense was partially offset by increases in rental
income attributable to the properties acquired in 2004.


                                        8
<PAGE>
                           PART II. OTHER INFORMATION


<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>

                                        9
<PAGE>
                                   SIGNATURES


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


                           National Property Analysts Master Limited Partnership
                           -----------------------------------------------------
                           (Registrant)

                           Date: July 14, 2006
                                --------------


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

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


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

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



                                       10