UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





þ
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended
              March
      31, 2010OR ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
              
              To





Commission
      file number:
            000-24816





National
      Property Analysts Master Limited Partnership(Exact
      name of registrant as specified in its
charter)





Delaware
                
                23-2610414(State
      or other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer
                  Identification
      No.)230
      South Broad Street, MezzaninePhiladelphia,
      Pennsylvania
                
                19102(Address
      of principal executive offices)
                
                (Zip
      Code)





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





[None]


(Former
name, former address and former fiscal year, if changed since last
report)





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


Yes
              þ
              No
               ̈


Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes
               ̈
              No
               ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer
             ̈
            
            Accelerated
      filer
             ̈Non-accelerated
      filer
             ̈
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company
            þ





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





Yes
               ̈
              No
              þ





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


Class
            
            Outstanding at May 12,
  2010Units
      of Limited Partnership Interest
            
            97,752
      units








NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP





INDEX





Page No.PART I.  FINANCIAL
      INFORMATIONItem
      1.  Combined Condensed Financial Statements
      (Unaudited)Combined
      Condensed Balance Sheets  - March 31, 2010 and December 31,
      2009
                              
                              1Combined
      Condensed Statements of Operations and Changes in Partners’
      Deficit-
      Three months ended March 31, 2010 and 2009
                              
                              2Combined
      Condensed Statements of Cash Flows-
      Three months ended March 31, 2010 and 2009
                              
                              3Notes
      to Combined Condensed Financial Statements
                              
                              4Item
      2.      Management’s Discussion and Analysis
      of Financial Conditionand Results of Operations.
                              
                              8Item
      3.      Quantitative and Qualitative
      Disclosures about Market Risk.
                              
                              10Item
      4 T.  Controls and Procedures.
                              
                              10PART II.  OTHER
      INFORMATIONItem
      1.  Legal Proceedings.
                              
                              11Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
                              
                              11Item
      3.  Defaults Upon Senior Securities.
                              
                              11Item
      4.  Submission of Matters to a Vote of Security
      Holders.
                              
                              11Item
      5.  Other Information.
                              
                              11Item
      6.  Exhibits.
                              
                              11SIGNATURESSignatures
                              
                              12





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Balance Sheets


(in
thousands)





March
      31,
                      
                      
                      December
      31,2010
                      
                      
                      2009(Unaudited)AssetsRental
      property, at cost:Land
                      
                      $
                      7,582
                      
                      
                      $
                      7,582Buildings
                      
                      
                      107,159
                      
                      
                      
                      107,159Tenant-in-common
      property
                      
                      
                      22,662
                      
                      
                      
                      22,662137,403
                      
                      
                      
                      137,403Less:
      accumulated depreciation
                      
                      
                      75,018
                      
                      
                      
                      74,008Rental
      property, net
                      
                      
                      62,385
                      
                      
                      
                      63,395Cash
      and cash equivalents
                      
                      
                      327
                      
                      
                      
                      787Restricted
      cash
                      
                      
                      148
                      
                      
                      
                      80Investment
      securities available for sale, at market
                      
                      
                      3,336
                      
                      
                      
                      3,218Tenant
      accounts receivable, net of allowance of $30 as of March 31, 2010 and
      December 31, 2009, respectively
                      
                      
                      400
                      
                      
                      
                      148Unbilled
      rent receivable
                      
                      
                      1,226
                      
                      
                      
                      1,215Accounts
      receivable and other assets (1)
                      
                      
                      474
                      
                      
                      
                      542Total
      assets
                      
                      $
                      68,296
                      
                      
                      $
                      69,385Liabilities
      and Partners' DeficitWraparound
      mortgages payable (1)
                      
                      $
                      154,695
                      
                      
                      $
                      156,700Less:
      unamortized discount based on imputed interest rate of 12% (1)
                      
                      
                      46,572
                      
                      
                      
                      49,298Wraparound
      mortgages payable less unamortized discount (1)
                      
                      
                      108,123
                      
                      
                      
                      107,402Due
      to NPAEP (1)
                      
                      
                      3,292
                      
                      
                      
                      3,292Other
      borrowings (1)
                      
                      
                      194
                      
                      
                      
                      194Accounts
      payable and other liabilities (1)
                      
                      
                      3,149
                      
                      
                      
                      2,944Deferred
      revenue
                      
                      
                      72
                      
                      
                      
                      197Finance
      lease obligation
                      
                      
                      1,750
                      
                      
                      
                      1,750Total
      liabilities
                      
                      
                      116,580
                      
                      
                      
                      115,779Partners'
      deficit
                      
                      
                      (48,284
                      )
                      
                      
                      (46,394
                      )Total
      liabilities and partners' deficit
                      
                      $
                      68,296
                      
                      
                      $
                      69,385





(1)See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements
(unaudited).


1





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Statements of Operations and Changes in Partners' Deficit
(unaudited)


(in
thousands, except per-unit data)




Three months ended
                        March 31,2010
                      
                      
                      2009Income:Rental
      income
                      
                      
                      3,235
                      
                      
                      $
                      3,248Other
      charges to tenants
                      
                      
                      930
                      
                      
                      
                      926Interest
      and dividend income
                      
                      
                      35
                      
                      
                      
                      63Total
      income
                      
                      
                      4,200
                      
                      
                      
                      4,237Operating
      expenses:Interest
      expense (1)
                      
                      
                      3,196
                      
                      
                      
                      3,130Real
      estate taxes
                      
                      
                      759
                      
                      
                      
                      742Management
      fees (1)
                      
                      
                      145
                      
                      
                      
                      148Common
      area maintenance expenses
                      
                      
                      560
                      
                      
                      
                      568Ground
      rent (1)
                      
                      
                      194
                      
                      
                      
                      193Repairs
      and maintenance
                      
                      
                      135
                      
                      
                      
                      95General
      and administrative (1)
                      
                      
                      127
                      
                      
                      
                      133Depreciation
                      
                      
                      1,010
                      
                      
                      
                      1,003Amortization
                      
                      
                      18
                      
                      
                      
                      20Total
      operating expenses
                      
                      
                      6,144
                      
                      
                      
                      6,032Operating
      loss
                      
                      
                      (1,944
                      )
                      
                      
                      (1,795
                      )Other
      loss:Realized
      gain (loss) on investment securities
                      
                      
                      38
                      
                      
                      
                      (22
                      )Loss
      from continuing operations
                      
                      
                      (1,906
                      )
                      
                      
                      (1,817
                      )Partners'
      deficit:Beginning
      of period
                      
                      
                      (46,394
                      )
                      
                      
                      (39,822
                      )Net
      change in unrealized loss on investment securities
                      
                      
                      16
                      
                      
                      
                      (25
                      )End
      of period
                      
                      $
                      (48,284
                      )
                      
                      $
                      (41,664
                      )Net
      loss per unit
                      
                      $
                      (19.50
                      )
                      
                      $
                      (18.59
                      )Weighted
      average units outstanding
                      
                      
                      97,752
                      
                      
                      
                      97,752


(1) See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements
(unaudited).


2




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Condensed Statements of Cash Flows (unaudited)


(in
thousands, except per-unit data)





Three months ended March 31,2010
                  
                  
                  2009Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (1,906
                  )
                  
                  $
                  (1,817
                  )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                  
                  
                  1,028
                  
                  
                  
                  1,023Amortization
      of discount (1)
                  
                  
                  2,726
                  
                  
                  
                  2,715Realized
      (gain) loss on investment securities
                  
                  
                  (38
                  )
                  
                  
                  22Change
      in assets and liabilitiesIncrease
      in tenant accounts receivable
                  
                  
                  (252
                  )
                  
                  
                  (257
                  )Increase
      in unbilled rent receivable
                  
                  
                  (11
                  )
                  
                  
                  (24
                  )Decrease
      in accounts receivable and other assets (1)
                  
                  
                  50
                  
                  
                  
                  409Increase
      in accounts payable and other liabilities (1)
                  
                  
                  205
                  
                  
                  
                  61Decrease
      in deferred revenue
                  
                  
                  (125
                  )
                  
                  
                  (133
                  )Net
      cash provided by operating activities
                  
                  
                  1,677
                  
                  
                  
                  1,999Cash
      flows from investing activities:Increase
      in restricted cash
                  
                  
                  (68
                  )
                  
                  
                  (44
                  )Purchase
      of investment securities
                  
                  
                  (1,267
                  )
                  
                  
                  (854
                  )Sale
      of investment securities
                  
                  
                  1,203
                  
                  
                  
                  539Net
      cash used by investing activities
                  
                  
                  (132
                  )
                  
                  
                  (359
                  )Cash
      flows from financing activities:Payments
      on wraparound mortgages (1)
                  
                  
                  (2,005
                  )
                  
                  
                  (2,081
                  )Net
      cash used in financing activities
                  
                  
                  (2,005
                  )
                  
                  
                  (2,081
                  )Decrease
      in cash and cash equivalents
                  
                  
                  (460
                  )
                  
                  
                  (441
                  )Cash
      and cash equivalents:Beginning
      of period
                  
                  
                  787
                  
                  
                  
                  1,272End
      of period
                  
                  $
                  327
                  
                  
                  $
                  831Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                  
                  $
                  395
                  
                  
                  $
                  465





(1)See
Note 3:  Related Party Transactions.


See
accompanying notes to Combined Condensed Financial Statements
(unaudited).




3




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Notes to
Combined Condensed Financial Statements (Unaudited)


March 31,
2010


(dollars
in thousands)





Note 1:  Basis of
Presentation




The
accompanying unaudited Combined Condensed Financial Statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America and with the instructions to Form
10-Q.  Certain information and accounting policies and footnote
disclosures normally included in financial statements prepared in conformity
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such instructions, although NPAMLP
believes that the included disclosures are adequate for a fair
presentation.  The information furnished reflects all adjustments
(consisting of normal recurring adjustments), which are, in the opinion of
management, necessary for a fair summary of the financial position, results of
operations and cash flows for the interim periods presented.  These
Combined Condensed Financial Statements should be read in conjunction with the
Combined Condensed Financial Statements and notes thereto filed with our Form
10-K for the year ended December 31, 2009.





Note 2:  Formation
and Description of Business





National
Property Analysts Master Limited Partnership (NPAMLP), a limited partnership,
was formed effective January 1, 1990.  NPAMLP is owned 99% by the
limited partners and 1% collectively by EBL&S, Inc., the managing general
partner, and Feldman International, Inc. (“FII”), the equity general
partner.





The
properties included in NPAMLP consist primarily of regional shopping centers or
malls with national retailers as anchor tenants.  The ownership and
operations of these properties have been combined in NPAMLP.





The
financial statements include the accounts of partnerships that contributed their
interests to NPAMLP and certain partnerships whose partnership interests were
not contributed as of the effective date of NPAMLP’s formation on January 1,
1990, but were allocated their interests in NPAMLP as if their partnership
interests had been contributed on January 1, 1990.





Note 3:  Related
Party Transactions





Management
fees, leasing commissions and certain administrative services, including legal
fees are paid to EBL&S Property Management, Inc (EBL&S), which is owned
entirely by E&H Properties, Inc (E&H), a corporation owned and
controlled by Edward B. Lipkin (Lipkin), a related party.  Management
fees are paid exclusively to EBL&S and are included in Management fees in
the Combined Condensed Statements of Operations.  Leasing commissions
are deferred over the life of their respective leases and are included in
Accounts receivable and other assets on the Combined Condensed Balance Sheet at
March 31, 2010. Certain administrative services, including legal fees, are
reimbursed to EBL&S and are included in General and administrative expense
on the Combined Condensed Statements of Operations. National Property Analysts
Employee Partnership (NPAEP) holds the Wraparound mortgages
payable.  Lipkin controls NPAEP, which owns 100% of the outstanding
balance of the Wraparound mortgages payable.  Due to NPAEP,
unamortized discount and interest expense are all financial statement accounts
that relate directly to the Wraparound mortgages payable.  Other
borrowings represent amounts due to E&H Properties of Delaware, Inc,
(“EHD”), an affiliate of E&H, and controlled by Lipkin.  Included
within Accounts payable and other liabilities is $2,425 and $2,382 due EBL&S
at March 31, 2010 and December 31, 2009, respectively.




As of
March 31, 2010, NPAMLP had an outstanding line of credit (the NPAMLP Line) with
EHD, under which EHD has agreed to advance up to $2,500 to NPAMLP for the
purposes of making capital and tenant improvements to the
properties.  The line bears interest at a variable rate, based on the
prime rate (3.25% at March 31, 2010), and expires in May 2011.  Any
amounts advanced to NPAMLP are not directly secured by any collateral. Pursuant
to the terms of the NPAMLP Line, the obligation of EHD to make advances to
NPAMLP is at all times in the sole and absolute discretion of EHD.  As
of March 31, 2010, there were $194 of advances and $128 of related accrued
interest due under the NPAMLP Line.


4




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 Notes to
Combined Condensed Financial Statements (Unaudited)
 March 31,
2010
 (dollars
in thousands)


In
October 2007, NPAEP acquired from the unrelated third party owners,
approximately 82% of the undivided interest in one of the parcels in Marquette,
Michigan that is ground leased by NPAMLP. The terms of the ground lease were
unchanged. As a result of the purchase, NPAEP receives $18 annually in ground
rental payments from NPAMLP.





Note 4:  Major
Tenants





NPAMLP’s
primary anchor tenants are Sun Microsystems (the tenant at the tenant-in-common
property), Sears Holdings Corporation and its subsidiaries (“Sears”) and CVS
Corporation (“CVS”).  The number of locations, gross leasable area
(“GLA”) and percentage of minimum rent for these tenants for the three-month
period ended March 31, 2010 and 2009 are detailed in the table
below.  As of March 31, 2010, Sears owed approximately $119 under its
leases with NPAMLP, and CVS owed approximately $4 under its leases with
NPAMLP   Sun Microsystems had no outstanding balances due under
its lease with NPAMLP at March 31, 2010.




As of March 31, 2010
                  
                  
                  As of March 31, 2009Tenant
                  
                  No.
                    Locations
                  
                  
                  GLA
                  
                  
                  % of
                    Minimum
                    Rent
                  
                  
                  No.
                    Locations
                  
                  
                  GLA
                  
                  
                  % of
                    Minimum
                    RentSun
      Microsystems
                  
                  
                  1
                  
                  
                  
                  249,832
                  
                  
                  
                  24
                  %
                  
                  
                  1
                  
                  
                  
                  249,832
                  
                  
                  
                  23
                  %Sears
                  
                  
                  6
                  
                  
                  
                  619,120
                  
                  
                  
                  18
                  %
                  
                  
                  7
                  
                  
                  
                  703,300
                  
                  
                  
                  18
                  %CVS
                  
                  
                  5
                  
                  
                  
                  56,770
                  
                  
                  
                  14
                  %
                  
                  
                  5
                  
                  
                  
                  56,770
                  
                  
                  
                  14
                  %





Note 5:  Future
Interest Agreement





In March
2003, NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of January
1, 2003 (the “2003 Agreement”), in which NPAEP and PVPG agreed with NPAMLP to
modify the terms of Wrap Mortgages held by NPAEP and PVPG.  The terms
of the 2003 Agreement provided that NPAEP and PVPG: (a) reduce to 4.1% per year
the annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap Note that
bears a stated annual interest rate in excess of that amount (the reduction in
the interest rate was evaluated by NPAMLP in accordance with FASB authoritative
guidance, and was determined not to be a substantial modification of terms as
defined therein); (b) remove certain of the properties secured by the NPAEP and
PVPG Wrap Mortgages from the burden of the cross-default and
cross-collateralization provisions currently contemplated by the Restructuring
Agreement effective as of January 1, 1990 by and among MLPG, NPAMLP, National
Property Analysts, Inc. and others; and (c) agree to release the lienof the Wrap Mortgages from
the Properties upon a sale of or the agreement of a leasehold estate in any
Property prior to the maturity of the applicable Wrap Note.  In
consideration for the above, NPAMLP modified the NPAEP Wrap Mortgages and the
PVPG Wrap Mortgages to provide that (i) there is an event of default under the
applicable NPAEP Wrap Mortgages or PVPG Wrap Mortgages, as the case may be, if a
judgment or other lien isentered against the title
or lease-holding entity thereby entitling NPAEP or PVPG, as the case may be, to
avail itself of the post-default rights or remedies under the relevant security
document; and (ii) for cross-default and cross-collateralization among the
Unaudited Partnerships and, separately, among the Audited
Partnerships.  In addition NPAMLP shall execute and deliver to NPAEP
or PVPG, as the case may be, a currently recordable deed of future interest (or
assignment of future leasehold interest) sufficient to convey to NPAEP or PVPG,
as the case may be, all of NPAMLP’s right, title, interest and estate in and to
its fee or leasehold interest in the encumbered properties effective upon the
maturity on December 31, 2013 of the NPAEP Wrap Mortgages and the PVPG Wrap
Mortgages unless the Wrap Mortgages have previously been paid in
full.




5




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 Notes to
Combined Condensed Financial Statements (Unaudited)
 March 31,
2010
 (dollars
in thousands)


The
Managing General Partner believes that the execution and delivery of the 2003
Agreement has had the following effects for NPAMLP as a result of the reduction
in the annual interest rate on the NPAEP Wrap Notes and The PVPG Wrap Notes (i)
NPAMLP has realized reductions in interest that it otherwise would have been
obligated to pay during the period between January 1, 2003 and December 31, 2013
when these loans mature and (ii) NPAMLP will be able to allocate a greater
portion of its available cash flow to principal repayments.  As a
result of the faster repayment of principal, the Limited Partners will recognize
additional taxable income (or smaller tax losses) in each year from 2003 until
the maturity of the NPAEP Wrap Mortgages and the PVPG Wrap
Mortgages.  In addition, the anticipated date of dissolution of NPAMLP
will now occur in 2013 rather than 2015.  Further, because the reduced
interest rate is below the Applicable Federal Rate (“AFR”) prescribed under
Section 1274, Internal Revenue Code of 1986, as amended, investors in certain
Partnerships recognized non-recurring ordinary income (forgiveness of
indebtedness) in 2003.  The tax impact of this recognition depended
upon numerous factors related to each investor’s particular tax situation,
including his marginal tax rate and his suspended passive losses from prior
years.





The Wrap
Mortgages owned by NPAEP or PVPG are due and payable in substantial “balloon”
amounts on December 31, 2013.  Assuming no sales of Properties by
NPAMLP in the interim period (2010 through 2013) the projected balance due for
all of the Wrap Mortgages at December 31, 2013 is expected to approximate
$109,000.  As described above, in return for the reduction in interest
rate and other consideration set forth above, including the satisfaction of the
Wrap Mortgages due on December 31, 2013, NPAMLP’s Managing General Partner has
agreed to deliver deeds of future interest and assignments of leasehold
interest, to be recorded currently, effective December 31, 2013, to NPAEP and
PVPG.  NPAMLP’s Managing General Partner has determined that it is in
the best interests of NPAMLP and its partners to do so.  The effect of
these deeds and assignments will be to facilitate a transfer of fee and
leasehold ownership to the holders of the Wrap Mortgages at maturity (unless the
Wrap Mortgages have been previously paid in full).  Notwithstanding
the foregoing, NPAEP and PVPG have agreed in the 2003 Agreement to (a) release
the liens of the Wrap Mortgages and (b) deliver such deeds of future interest,
assignments of leasehold interests, or other documents or instruments as are
necessary to facilitate or effect such sales of the Properties prior to December
31, 2013 as the Managing General Partner shall otherwise deem
desirable.  The costs incurred arising from the recordation of any of
the documents described in the 2003 Agreement shall be borne by NPAEP or PVPG,
as the case may be.  The Managing General Partner believes that the
result of the forgoing actions taken pursuant to the 2003 Agreement will
preserve all rights of the Limited Partners under the Restructuring Agreement,
including their right to share in certain sales proceeds or cash flows prior to
maturity of the Wrap Mortgages.





Note 6: Commitments and
Contingencies





In June
2006, NPAMLP and a limited liability company controlled by Lipkin (“ARJAX”)
entered into an agreement with an anchor tenant (the “Agreement”), whereby the
lease with the anchor tenant would be assigned to NPAMLP or ARJAX effective
February 2009 (the “Effective Date”).  In June 2008, the Agreement was
amended extending the Effective Date to January 31, 2011. In consideration for
the assignment, the anchor tenant would receive payments totaling $2,550 during
the period from June 2006 through the Effective Date.  To date, ARJAX
has remitted $1,400 to the anchor tenant in accordance with the terms of the
Agreement. In addition, the anchor tenant will be obligated to complete, by the
Effective Date, $500 in repairs or improvements which would otherwise be the
responsibility of NPAMLP to six other stores leased from NPAMLP. Under the
Agreement, the commitment to the anchor tenant is borne by ARJAX and NPAMLP,
however it is anticipated that ARJAX shall fund all of the consideration due. In
September 2006, NPAMLP sold the property encumbered by the affected anchor
tenant lease to ARJAX.  NPAMLP would be liable for the payments
required under the Agreement should ARJAX fail to do so.  Lipkin has
personally guaranteed the obligations to the anchor tenant under the
Agreement.


6




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 March 31,
2010
 (dollars
in thousands)


Note 7: Recent Accounting
Pronouncements





In
January 2010, the FASB issued authoritative guidance to enhance the usefulness
of fair value  measurements. This guidance amends the disclosures
about fair value measurements in the FASB Accounting Standards Codification. The
amended guidance is effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disaggregation requirement for the
reconciliation disclosure of Level 3 measurements, which is effective for fiscal
years beginning after December 15, 2010 and for interim periods within those
years. NPAMLP has adopted the provisions of  this guidance which did
not have a significant impact on its combined condensed  financial
statements.





In
June 2009, the FASB issued authoritative guidance to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about (1) a transfer
of its financial assets, (2) the effects of such a transfer on its
financial position, financial performance, and cash flows, and (3) a
reporting entity’s continuing involvement, if any, in the transferred financial
assets. The guidance is effective for annual reporting periods beginning after
November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter, with early
adoption prohibited. NPAMLP has adopted the provisions of the FASB guidance
which did not have a material impact on our combined condensed financial
statements.





In
June 2009, the FASB issued authoritative guidance to improve financial
reporting disclosure by companies involved with variable interest entities and
to provide more relevant and reliable information to users of financial
statements. The guidance is effective for annual reporting periods beginning
after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter, with
early adoption prohibited. NPAMLP has adopted the provisions of the FASB
guidance which did not have a material impact on our combined condensed
financial statements.





Note 8: Disclosure of Fair
Value of Financial Instruments





The
following disclosure of estimated fair value was determined by NPAMLP using
available market information and appropriate valuation
methodologies.  However, considerable judgment is necessary to
interpret market data and develop estimated fair value.  Accordingly,
the estimates presented herein are not necessarily indicative of the amounts
NPAMLP could realize on disposition of the financial instruments at March 31,
2010 and December 31, 2009.  The use of different market assumptions
and/or estimation methodologies may have a material effect on the estimated fair
value amounts.





Cash
equivalents, marketable securities, receivables, accounts payable, and accrued
expenses and other liabilities are carried at amounts which reasonably
approximate their fair values as of March 31, 2010 and December 31,
2009.





The fair
value of the NPAMLP’s wraparound mortgages aggregate approximately $108 million
and $107 million as of March 31, 2010 and December 31, 2009,
respectively.  Management estimates that the carrying value
approximates the estimated fair value of the wraparound mortgages at March 31,
2010 and December 31, 2009.  In accordance with FASB authoritative
guidance, NPAMLP has determined the estimated fair value of its wraparound
mortgages based on discounted future cash flows at a current market rate.





Disclosure
about fair value of financial instruments is based on pertinent information
available to management as of March 31, 2010 and December 31,
2009.  Although NPAMLP is not aware of any factors that would
significantly affect the fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements since March
31, 2009 and current estimates of fair value may differ significantly from the
amounts presented herein.




7




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 Notes to
Combined Condensed Financial Statements (Unaudited)
 March 31,
2010
 (dollars
in thousands)




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





Liquidity and Capital
Resources





Net cash
provided by operating and used by investing activities for the three-month
period ended March 31, 2010 was $1,677 and $(132), respectively.  Net
cash used in financing activities was $2,005.  As a result of the
above, there was a $460 decrease in cash and cash equivalents for the three
months ended March 31, 2010.  The decrease in cash was primarily due
to an increase in tenant accounts receivable and additional investment
purchases.  The increase in accounts receivable was due primarily to tenant
billings for real estate taxes in the quarter.





As of
March 31, 2010, NPAMLP had an outstanding line of credit (the NPAMLP Line) with
EHD, a related party, under which EHD has agreed to advance up to $2,500 to
NPAMLP for the purposes of making capital and tenant improvements to the
properties.  The line bears interest at a variable rate, based on the
prime rate (3.25% at March 31, 2010), and expires in May 2011.  Any
amounts advanced to NPAMLP are not directly secured by any collateral. Pursuant
to the terms of the NPAMLP Line, the obligation of EHD to make advances to
NPAMLP is at all times in the sole and absolute discretion of EHD.  As
of March 31, 2010, there were $194 of advances and $128 of related accrued
interest under the NPAMLP Line.





As of
March 31, 2010, the third party underlying mortgages were current for all the
properties.





As of
March 31, 2010, NPAMLP was not obligated for any capital
commitments.





Critical Accounting
Policies





There
were no significant changes to NPAMLP’s critical accounting policies and
estimates during the three-month period ended March 31, 2010.





Results of
Operations





NPAMLP
owned 24 properties at March 31, 2010 and March 31, 2009.




The loss
from continuing operations for the three-month period ended March 31, 2010 vs.
March 31, 2009 increased by $89.  The increase in the loss from
continuing operations was primarily due to an increase in interest
expense.  The increase in interest expense of $66 is consistent with
an increase in the balance of the wraparound mortgages as the amortization of
the discount on wraparound mortgages was greater than the principal reduction on
wraparound mortgages payable for the three month period ending March 31, 2010.
The increase in interest expense was partially offset by realized gains on
investment securities of $38 for the period.


8


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 March 31,
2010
 (dollars
in thousands)


Factors That May Influence
Future Results of Operations





Economic Conditions. 
  In the United States, recent market and economic conditions have resulted
in tighter credit conditions and negative growth through the first quarter of
2010.  As a result of these market conditions, the cost and
availability of credit has been and may continue to be adversely affected by
illiquid credit markets. Concern about the stability of the markets has led many
lenders and institutional investors to reduce, and in some cases, cease to
provide funding to borrowers. Since there are no balloon payments due on the
third party underlying mortgages until 2012, NPAMLP has less exposure to these
credit conditions. Continued turbulence in the U.S. and international markets
and economies may adversely affect the liquidity and financial condition of our
tenants and consequently, NPAMLP’s liquidity. If these market conditions
continue, they may limit the ability of our tenants, to timely refinance
maturing liabilities and access the capital markets to meet liquidity
needs.





Real Estate Asset
Valuation.  
 General economic conditions and the resulting impact on market conditions
or a downturn in tenants’ businesses may adversely affect the value of NPAMLP’s
assets. Periods of economic slowdown or recession in the U.S., a decrease in
market rental rates and/or market values of real estate assets, could have a
negative impact on the value of NPAMLP properties and related tenant
improvements.  If NPAMLP was required under Generally Accepted
Accounting Pronouncements to write down the carrying value of any properties to
the lower of cost or market due to impairment, or if as a result of an early
lease termination we were required to remove and dispose of material amounts of
tenant improvements that are not reusable to another tenant, NPAMLP’s results of
operations would be negatively affected.





Leasing Activity and Rental
Rates.     The amount of net rental income generated by NPAMLP
properties depends principally on the ability to maintain the occupancy rates of
currently leased space and to lease currently available space, and space
available from unscheduled lease terminations. The amount of rental income
generated also depends on the ability to maintain or increase rental rates at
the properties. Negative trends in one or more of these factors could adversely
affect rental income in future periods.




Forward Looking
Statements




From time
to time, management may provide information, whether orally or in writing,
including certain statements in this Quarterly Report on Form 10-Q, which are
deemed to be “forward-looking” within the meaning of the federal securities
laws.  These forward-looking statements reflect management’s current
beliefs and expectations with respect to future events and are based on
assumptions and are subject to risks and uncertainties and other factors outside
management’s control that may cause actual results to differ materially from
those projected.





The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and
similar expressions, as they relate to us, are intended to identify
forward-looking statements. Such statements reflect management’s current views
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended or using other similar expressions. Management does not
intend to update these forward-looking statements, except as required by law. In
accordance with the provisions of the federal securities laws, we are making the
limited partners aware that such forward-looking statements, because they relate
to future events, are by their very nature subject to many important factors
that could cause actual results to differ materially from those contemplated by
the forward-looking statements contained in this Quarterly Report on Form 10-Q,
our Annual Report on Form 10-K and any exhibits hereto or thereto. Such factors
include, but are not limited to: the outcome of litigation and regulatory
proceedings to which NPAMLP may be a party; actions of competitors; changes and
developments affecting our industry; quarterly or cyclical variations in
financial results; the ability to attract and retain tenants at market rates;
interest rates and cost of borrowing; management’s ability to maintain and
improve cost efficiency of operations; changes in economic conditions, political
conditions, and other factors that are set forth in the “Legal Proceedings”
section, the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section and other sections of this Quarterly Report on
Form 10-Q, as well as in our Annual Report on Form 10-K and Current Reports on
Form 8-K.


9


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 
 March 31,
2010
 (dollars
in thousands)


Item
3.  Quantitative and Qualitative Disclosures About Market
Risk





Not
applicable.





Item 4
T.  Controls and Procedures





NPAMLP’s
managing general partner, equity general partner and its agent’s chief financial
officer, after evaluating the effectiveness of 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, based on the evaluation of these controls and procedures required by
paragraph (b) of the Exchange Act Rules 13a-15 or 15d-15, that NPAMLP’s
disclosure controls and procedures were 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.




10





PART
II - OTHER INFORMATION





Item 1. Legal
Proceedings


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





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





Not
      applicable.





Item 3. Defaults Upon Senior
Securities





Not
      applicable.





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





Not
      applicable.





Item 5. Other
Information





None.





Item
6.  Exhibits





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


11


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 12, 2010By:
                          EBL&S, Inc., its managing general
      partnerBy:
                          /s/ Edward B. LipkinName:
                          Edward
      B. LipkinTitle:
                          PresidentBy:
                          Feldman International, Inc., its equity general
      partnerBy:
                          /s/ Robert McKinneyName:
                          Robert
      McKinneyTitle:
                          President


12