SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended:

SEPTEMBER 30, 2000

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 33-22805

MASTER REALTY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                 48-1056392
(State of jurisdiction of  (I.R.S. Employer incorporation or
organization)               Identification No.)

410 W. 8th Street
Kansas City, Missouri                   64105
(Address of principal offices)       (Zip Code)

Registrant's telephone number, including area code: (816) 474 9333

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 for the preceding 12 months (or 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

As of September 30, 2000, the Registrant had 19,875
shares of preferred stock and 1,269,838 shares of common stock
outstanding.  The aggregate book value of all shares of the Registrant,
based on the September 30, 2000 unaudited financial statements was
$14,432,975.

MASTER REALTY PROPERTIES, INC.

SEPTEMBER 30, 2000 FORM 10-Q INDEX Part I: Financial Information Financial
Statements

A. Condensed Consolidated
Balance Sheets as of September       3-4
30, 2000 and December 31, 1999

B. Condensed Consolidated Statements
of Operations for the Three Months Ended
September 30, 2000 and 1999.           5

C.   Condensed Consolidated
Statements of Operations for
the Nine Months Ended September
30, 2000 and 1999.                     6

D.   Condensed Consolidated
Statements of Changes in
Stockholders' Equity for the
Nine Months Ended September 30,
2000 and 1999                          7

E. Condensed Consolidated Statements
of Cash Flows for the Nine Months
Ended September 30, 2000 and 1999.     8

Notes to the Condensed
Consolidated Financial
Statements                          9-20

Management's Discussion and
Analysis of Financial Condition
and Results of Operations          21-23

Signatures                            24

MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30, 2000 and December 31, 1999

                                            September 30, December 31,
                                               2000           1999
A S S E T S
CASH                                         $ 339,996      $ 390,089
RESTRICTED CASH                                352,388        261,495
MORTGAGE NOTES RECEIVABLE, net of
allowance for loan losses                      722,775        722,775
NOTE RECEIVABLE                                235,502        235,225
PROPERTY HELD FOR INVESTMENT                 1,007,651      1,007,651
INVESTMENT IN REAL ESTATE PARTNERSHIPS         569,803        692,137
ACCOUNTS RECEIVABLE - OTHER                  1,269,006      1,041,709
ACCOUNTS RECEIVABLE RELATED PARTY            1,276,598        760,490
PROPERTY AND EQUIPMENT, at cost less
accumulated depreciation                    38,364,372     39,777,094
OTHER ASSETS                                 1,237,033      1,135,325
                                           -----------    -----------
TOTAL ASSETS                               $45,375,124    $46,023,990

MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Continued) September 30, 2000 and December 31, 1999

                                          September 30     December 31
                                              2000             1999
L I A B I L I T I E S
NOTES PAYABLE                              $29,614,031     $30,285,413
OTHER LIABILITIES                            1,013,176       1,082,471
                                            ----------     -----------
TOTAL LIABILITIES                           30,627,207      31,367,884
MINORITY INTEREST IN SUBSIDIARIES
                                               314,942         310,873
COMMITMENTS AND CONTINGENCIES (Note 13)

S T O C K H O L D E R S' E Q U I T Y

CAPITAL CONTRIBUTED
Convertible preferred stock, par value
$.01, liquidation
preference up to 5 percent of the Company's net assets
authorized 1,000,000 shares                        206             284
Common stock, par value
authorized 8,500,000 shares                     12,727          12,158
Capital in excess of par                    42,272,653      41,869,842
Retained Deficit                           (27,852,611)    (27,537,051)
                                           -----------     ------------
TOTAL STOCKHOLDERS' EQUITY                  14,432,975      14,345,233
                                           -----------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $45,375,124     $46,023,990
                                           ===========     ============
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended September 30, 2000, and 1999
                                                 2000           1999
REVENUES
Rental Income                               $1,016,847       $ 944,214
Hotel Income                                   418,500         483,061
Interest and fees on mortgage loans             11,203          16,431
Other income                                   327,715            (491)
                                            ----------       ----------
TOTAL REVENUES                               1,774,265       1,443,215
                                            ----------       ----------
Loan Servicing Fees                              3,579           3,910
Rental expenses                                519,688         444,798
General and administrative                      97,010         117,551
Legal and accounting                            17,331          71,667
Payroll and employee benefits                  141,799         137,506
Depreciation and amortization                  342,651         282,507
Interest expense                               573,352         324,144
                                             ---------       ---------
TOTAL EXPENSES                               1,695,410       1,382,083
MINORITY INTEREST IN LOSS (INCOME) OF
CONSOLIDATED SUBSIDIARIES                       (1,409)         10,182
NET INCOME BEFORE
EXTRAORDINARY ITEM                             $80,264       $  50,950
EXTRAORDINARY ITEM - Loss on
Asset Disposition                                    -        (809,652)
                                             ----------       ---------
NET INCOME (LOSS)                              $80,264        (758,802)
                                             ==========       =========
INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE                        $0.0583        $(0.6209)

MASTER REALTY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) Nine Months Ended September 30, 2000, and 1999
                                                2000             1999
REVENUES
Rental Income                                $2,932,933      $2,798,504
Hotel Income                                  1,255,500       1,504,755
Interest and fees on mortgage loans              31,224          56,090
Other income                                    479,529          56,364
                                             ----------       ---------
TOTAL REVENUES                                4,699,186       4,415,713
EXPENSES
Loan Servicing Fees                              10,742          11,738
Rental expenses                               1,375,808       1,257,168
General and administrative                      299,937         336,471
Legal and accounting                            171,388         212,120
Payroll and employee benefits                   438,423         458,747
Depreciation and amortization                 1,033,295         973,633
Interest expense                              1,689,222       1,688,643
                                              ---------       ---------
TOTAL EXPENSES                                5,018,815       4,938,520
                                              ---------       ---------
MINORITY INTEREST IN LOSS
(INCOME) OF CONSOLIDATED SUBSIDIARIES            (4,069)         10,182
NET LOSS BEFORE                               ---------       ----------
EXTRAORDINARY ITEM                             (315,560)       (532,989)
EXTRAORDINARY ITEM - Loss on Asset
Disposition                                           -        (809,652)
                                              ----------    ------------
NET LOSS                                      $(315,560)    $(1,342,641)
LOSS PER COMMON AND COMMON
EQUIVALENT SHARE                               $(0.2294)       $(1.0987)
MASTER REALTY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (UNAUDITED)
Nine Months Ended September 30, 2000 and 1999
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Nine Months Ended September 30, 2000 and 1999
                          PREFERRED       PREFERRED     COMMON     COMMON
                           STOCK            STOCK        STOCK     STOCK
                           SHARES          AMOUNT       SHARES     AMOUNT
Balances, 12-31-98           35,925          $359      1,187,804   $11,878
Debenture Conversion
to Stock                                                  14,956       150
                           -------        -------    ----------   -------
Balances, September 30, 1999 35,925           359      1,202,760    12,028
                           =======        =======    ==========   =======
Balances, December 31, 1999  28,425           284       1,215,809   12,158
Debenture Conversion to Stock                              49,082      491
Preferred converted
to Common                    (7,800)          (78)          7,800       78
Net income for the period
                             --------      -------     ---------    ------
Balances, Sept. 30, 2000     23,400           206       1,269,916   12,727
                            =======          ======     =========   ======
                             CAPITAL
                             IN EXCESS      UNDISTRIBUTED     TOTAL
                               OF PAR          EARNINGS     STOCKHOLDERS'
                                VALUE         (DEFICIT)       EQUITY
Balances, 12-31-98          $41,760,211     $(27,134,491)    $14,637,957
Adjustment to reverse
stock split                         (41)                             (41)
Debenture Conversion
to Stock                        111,004                          111,154
Net income for the period                     (1,342,641)     (1,342,642)
                             ----------       -----------     -----------
Balances, Sept. 30, 1999     41,871,174      (28,477,132)     13,406,429
                             ==========      ============      ==========
Balances, 12-31-1999        $41,869,842     $(27,537,051)    $14,345,233
Debenture Conversion to Stock   365,811                          366,302
Adjustment to Reverse
Stock split                      37,000                           37,000
Preferred converted to Common                                          -
Net income for the period                       (315,560)       (315,560)
                              -----------   -------------   -------------
Balances, Sept 30, 2000     $42,272,653     $(27,852,611)   $(14,432,975)
                            ===========     =============   =============

MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, 2000 and 1999
                                                  2000            1999
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss                                       $(315,560)   $(1,342,641)
Adjustments to reconcile net
income to net cash
Provided by (used in) operating
activities
Minority interest                                  4,069          8,661
Depreciation and amortization                  1,033,295        973,633
Accounts receivable                             (743,405)       378,936
Other assets, net                               (329,465)    (1,380,623)
Other liabilities                               (230,824)       143,012
Interest payable                                 161,529         43,847
NET CASH USED IN                               ----------    ----------
OPERATING ACTIVITIES                            (420,361)    (1,205,175)
CASH FLOWS FROM                                ----------    ----------
Decrease mortgage notes receivable                     -        555,000
Net change in real estate
Partnerships                                     122,334       (389,988)
Net change in note receivables                      (277)       269,375
Net change in fixed assets                       607,184      2,489,565
NET CASH PROVIDED BY                            ---------   -----------
INVESTING ACTIVITIES                             729,241      2,923,952
CASH FLOWS FROM FINANCING ACTIVITIES            ---------   -----------
Costs of Debentures converted
To Stock                                              (7)          (565)
Proceeds retained from stock split                37,000              -
Net change in notes payable                     (305,073)    (2,819,596)
NET CASH USED IN                                ---------    ----------
FINANCING ACTIVITIES                            (268,080)    (2,820,161)
                                                ---------    ----------
NET INCREASE IN CASH                              40,800     (1,101,384)
CASH, BEGINNING OF PERIOD                        651,584      1,795,718
                                                ---------    ----------
CASH, END OF PERIOD                            $ 692,384        694,334
                                               ==========    ===========
PART I
This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, including, without
limitation, statements containing the words "believes," "anticipates",
"expects" and words of similar import.  Such forward-looking statements
related to future events, the future financial performance of the Company,
and involve known and unknown risks, uncertainties

and other factors which may cause the actual results, performance or
achievements of the Company or industry results to be materially
different from any future results, performance or achievements expressed
or implied by such forward looking statements.  Readers should
specifically consider the various factors identified in this report which
could cause actual results to differ.  The Company disclaims any
obligation to update any such factors or to publicly announce the result
of any revisions to any of the forward-looking statement contained herein
to reflect future events or developments.

MASTER REALTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)  Summary of significant accounting policies In  the  opinion
of management, the accompanying unaudited condensed consolidated
interim financial statements  reflect all  adjustments
(consisting of only normal  and  recurring adjustments)  necessary  to
present  fairly  the  financial position  of Master Realty Properties,
Inc. and Subsidiaries as  of  September 30, 2000 and December 31,  1999,
and the results  of  their operations and cash flows for  the  nine month
periods ended September 30,  2000  and 1999.  The results  of  operations
for such interim  periods  are not necessarily  indicative of the results
for  the  full year. The accompanying  unaudited condensed consolidated
interim financial statements have been prepared in accordance with
generally accepted accounting  principles   for interim financial
reporting and with instructions to Form  10-Q  and accordingly  do
not  include all disclosures  required by generally accepted
accounting  principles.  The   1999 condensed  consolidated
financial statements  were  derived from Master Realty Properties,
Inc. and Subsidiaries audited consolidated financial statements.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 1999.
The preparation of financial statements in conformity  with generally
accepted accounting principles requires management to  make  estimates
and assumptions that affect the  amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.

(2)  Restricted cash and escrows
The  Company entered into a Cash Management, Collateral  and Security
Agreement (Cash Collateral Agreement), on December 19,  1997,  as part of
the First Mortgage Note and Mezzanine Note transactions.  As a result, all
cash received from  the operations of the collateral pledged for the First
Mortgage Note,  after December 19, 1997, is deposited into a  central
operating account.  A monthly sweep of this account

is  used to  fund,  in  priority, certain reserves  and  sub-accounts
created  pursuant  to  the Cash Collateral  Agreement.  All
remaining  funds,  if  any, are paid to  the  Company.  The following
reserves were established under this agreement.

                                        September 30,    December 31,
                                            2000             1999
Debt service reserve                    $ 176,200         $160,492
Capital expenditure reserve                17,004           77,611
Impound costs sub-account                 159,184           23,392
                                         --------          -------
Total  restricted  cash  and escrows    $ 352,388         $261,495
                                         ========         ========
Debt service reserve - This account was created to fund  the First
Mortgage  Note debt service to the extent  necessary. Withdrawals from
this account occur only  when  there  are insufficient funds in the
central operating account to fully fund the First Mortgage Note debt
service.

Capital  expenditure reserve - This account was  created  to fund the
payment  of replacement expenditures,  furniture, fixtures and equipment
replacement expenditures and  leasing expenditures. Funding is provided in
monthly deposits  from the central operating account.  Withdrawals may be
made from this account for approved expenditures.

Impound costs sub-account - This account was established  to pay impound
costs.  These impound costs are defined as  all taxes of the First
Mortgage Note borrowers and insurance (if insurance not otherwise provided
for by the Company) for the pledged  collateral of the First Mortgage
Note.  Funding  is provided  in  monthly deposits from the  central
operating account.   Withdrawals may be made from  this  account
for approved costs.

The Cash Collateral Agreement is secured by a pledge of the central
operating account and all income derived  from  the investment of that
account.  The First Mortgage  Note  and Mezzanine  Note are also
cross-collateralized  and  crossdefaulted with the Cash Collateral
Agreement.

(3)  Mortgage note receivable
                                  September 30,  December 31,
                                      2000           1999
Mortgage note receivable,
partially-earning                  $1,774,738      $1,774,738
Allowance for losses               (1,051,963)     (1,051,963)
                                   ----------      -----------
Net mortgage note receivable         $722,775        $722,775
                                   ==========      ===========

As of December  31, 1999 and September 30, 2000,  mortgage note
receivable consists of one mortgage note collateralized by
an Office  Building  located in  the  Historic Garment District
of Downtown Kansas City, Missouri.  The Company has initiated
procedures to buy out the Partnership holding  the collateral
and convert its note to equity.  The buyout  is subject  to
approval of the Land Clearance for Redevelopment Authority
of Kansas City who holds a lien on the property in favor of
Soho Office Center Project Series 1996 Bonds in the original
amount of $2,655,000.  The Company has applied  for approval,
and expects to receive such approval during  2000. The Company
expects to close the transaction on December 31, 2000.   Due
to the probable conversion of the note to an equity interest
in the underlying collateral,  no  estimate has  been
made of the scheduled maturities of the  mortgage note
receivable over the next five years and thereafter.
Due  to  the  uncertainty of future collections and possible
foreclosures,  it is  not  practicable  to estimate the
scheduled maturities of mortgage notes receivable  over
the next five years and thereafter.

(4)  Property held for investment
                                   September 30,   December 31,
                                         2000          1999
Non-earning, land in New Mexico        $901,688       $901,688
Vacant residential building lots -
Missouri                                105,963        105,963
                                       --------        -------
Total property held for investment   $1,007,651     $1,007,651
                                     ==========     ==========

The carrying amount of the land in New Mexico is based on an estimate
of  value established at the time the  contractual right  to  the
property  was  acquired  in  foreclosure  on collateral for a note
receivable.  The estimate was based on prior  appraisals, studies of
the development  possibilities for  the property, and local economic
conditions.  The  land is in a remote part of New Mexico and access
to the property is  limited.  There is limited real estate sales
activity in this  region  to determine the likelihood of  realizing
the carrying  value  of  this  investment.  Because of these factors,
it is possible that the estimate of the realizable value of this land
may change materially.  The building lots consist of eight lots on the
west side  of downtown Kansas City and one lot in Independence,
Missouri.

(5)  Investment in real estate entities
Investment in real estate partnerships and limited liability
companies accounted for on the equity method consists of the
following:

                                          Ownership Percentage
                                Ownership     at September 30,
           Name                  Interest       2000    1999
         ---------              --------- --------------------
OPP IX, Limited Partnership      Limited          -     25.12
OPP X, Limited Partnership       Limited          -       2.3
Historic Suites of America - KC  Limited        19.8     19.8
Wellington, L.L.C.               Member         19.8        -
B & F Properties, L.P.           General      0.0099        -
MRP Historic Development         General        33.3        -
EBT Limited Partnership          General         .01        -
Campbell Paint, L.P.             General         .01        -
R & S Partners, L.P.             General         .01        -
MRP Freighthouse, L.L.C.         General         .01        -

During  November 1999, the Company sold its  investments  in OPP
IX and  OPP  X Limited Partnerships to  the  Company's President
for an amount approximating the Company's carrying value for the
investments. The aggregate sales proceeds was $191,173.  No gain
or loss was incurred on the sale.

During  May  1999,  the Company acquired a  19.8percent  ownership interest
in Wellington L.L.C., a limited liability company, for  a  capital
contribution of $401,250.  Wellington L.L.C. holds a 99.0% limited
partnership interest in Foxridge  L.P. (Foxridge).   Foxridge
currently owns an  apartment  complex known as the "Wellington Club
Apartments" located in Johnson County, Kansas.

During  November 1999, the Company entered  into  a  Limited
Partnership  agreement  with B &  F  Properties,  L.P.   The Company
received  an  allocation of Missouri  Historic  Tax Credits  from the
Partnership which it sold for  a  gain  of $918,167.   Subsequent to
year end the  Company  contributed the  cash  to  the  partnership in
the  form  of  a  capital contribution.   This  capital  contribution
will  give  the Company  a General Partner interest of 0.0099.  The
Company will  receive 0.0099 of available cash  flow  in  Years
1 through  5,  and  89.999 percent thereafter.  The limited  partners have
an option after the first five years to have  B  &  F Properties,  L.P.
redeem  their  partnership  interests  in accordance  with  the  buy
out formula  specified  in  the partnership agreement.

During 1999, the Company  acquired  a 33.33 percent General Partnership
Interest in MRP Historic Development Company for a  capital contribution
of $100.  The partnership was formed for  the  purpose of owning,
developing, managing,  leasing, and operating real estate property.
The initial property and project for the partnership is  the
development and management  of  the property owned by B & F Properties
L.P. known as Soho IV Apartments.  The Company has recorded its
pro-rata 33.33 portion of development fees accrued on  this project
and owed to the Partnership.  The Company's  equity in  earnings
of the Partnership for the year ended December 31,  1999 was  recorded
as other income in  the  amount of $289,280.

In March 2000 the Company entered into a limited partnership
Agreement with EBT Limited Partnership as the Partnership's
General Partner.  The Partnership is redeveloping a historic
building  at 16th  and  Walnut in the  downtown  crossroads
district  of  Kansas City, Missouri.  The Company will be
allocated state historic tax credits which the Company  has
contracted  to sell.  The proceeds from this  sale  will  be
contributed to the capital of the partnership.  The  limited
partners have an option after five years to have the Company
acquire their partnership interest based on  a  buy out formula.

In April 2000 the Company entered into a limited partnership agreement
with  Campbell Paint, L.P. as  the  Partnership's General Partner.  The
Partnership is redeveloping a historic building  at 16th  and  Walnut
in the  downtown  crossroads district  of  Kansas City, Missouri.
The  Company  will  be allocated state historic tax credits which
the Company  has contracted  to sell.  The proceeds from this sale
will  be contributed to the capital of the partnership.  The limited
partners have an option after five years to have the Company acquire
their  partnership interest based on  a  buy  out formula.

In April 2000 the Company entered into a limited partnership agreement
with  R & S Partners, L. P. as the  Partnership's General Partner.
The Partnership is redeveloping a historic building  at 9th and
Broadway in the downtown Kansas  City, Missouri.  The Company will
be allocated state historic tax credits  which the Company has
contracted to sell.  The proceeds  from this sale will be contributed
to the  capital of  the partnership.  The limited partners have an
option after five years to have the Company acquire their partnership
interest based on a buy out formula.

In August 2000 the Company entered into a limited partnership agreement
with MRP Freighthouse L.P. as the Partnership's General Partner.
The Partnership is redeveloping  a historic building at 2029 Wyandotte
in  the Freighthouse District of Kansas City, Missouri.  The Company
will  be  allocated  state historic tax  credits  which  the Company
has contracted to sell.  The proceeds from this sale will be contributed
to the capital of the partnership.  The limited partners have an option
after five years to have the Company acquire their partnership interest
based on  a  buy out formula.

(6)  Accounts receivable - related party

Amounts  due  from  Embassy Hotel Management,  Inc.  are  in
connection with the leases and funds advanced for operations of the
following hotel properties:
                                       September      December
                                          30,             31,
                                         2000            1999

Ramada Inn- Phoenix, Arizona            $468,168       $280,417
Ramada Inn - Euless, Texas               585,146        392,453
Historic  Suites - Kansas  City,         173,484         87,620
Embassy Hotel Management                  49,800              -
                                      ----------       --------
Total                                 $1,276,598       $760,490
                                      ==========       ========

(7)  Property and equipment
                                        September      December
                                          30,             31,
                                         2000            1999
Cost
Land and land improvements            $6,871,160     $6,326,999
Building and building improvements    32,002,038     31,950,335
Furniture and equipment                3,030,203      2,805,469
Assets not yet in service              1,993,775      3,411,986
                                      ----------     ----------
Total cost                            43,897,176     44,494,789
Accumulated depreciation              (5,532,804)     (4,717,695)
                                      ----------     ------------
Net  property, plant and equipment   $38,364,372     $39,777,094
                                      ==========     ===========
Expenditures for maintenance, repairs and improvements which do
not materially extend the useful life of the asset  are expensed.
The aggregate depreciation charged to operations for the period
ended September 30, 2000  and  1999  was $815,109 and $716,547
respectively.

(8)  Notes payable
                                     September 30,    December 31,
                                         2000             1999
Salomon Brothers mortgage note       $18,885,124      $19,119,204
Salomon Brothers Mezzanine note          749,771          939,802
Convertible subordinated debentures      919,114        1,383,446
ITLA mortgage note                             -        4,900,000
Morgan Guarantee Trust  Mortgage note  6,384,495                -
Hillcrest Bank Note #3                 1,210,157          558,872
Hillcrest Bank Note #4                         -          480,000
Hillcrest Bank Note #5                         -          480,000
Hillcrest Bank Note #6                   127,037          450,000
Hillcrest Bank Note #7                         -          800,000
Hillcrest Bank Note #8                    80,000                -
Unsecured alternative treatment note           -         1,017,444
Unsecured note                           559,846                -
Unsecured non-interest bearing
note payable                              51,692            61,906
FNB of Medicine Lodge note               500,000                 -
Real estate tax note                      48,710            67,521
Hotel Van loans                           58,666            27,218
Lease Commission note                     39,419                 -
                                     -----------       -----------
Total notes payable                  $29,614,031       $30,285,413
                                     ===========       ===========

Salomon  Brothers  mortgage note  -  Mortgage  note  payable (First
Mortgage  Note) of December 19,  1997  with  monthly principal  and
interest payments of $145,397  based  on  an interest  rate  of
7.5 percent and a 25-year amortization  period. The initial payment
of accrued interest only through January 31,  1997  was  paid on
February 1, 1998.  The outstanding principal  and  interest are due
at maturity on January 1, 2008.  The nonrecourse First Mortgage Note
is collateralized by commercial, residential and hotel properties
in Kansas City, Missouri, a hotel in Phoenix, Arizona and a hotel
in Euless, Texas.  This note is also cross-collateralized and
cross-defaulted with  the  Mezzanine  Note and  the Cash Collateral
Agreement.

Salomon  Brothers  Mezzanine note -  Mortgage  note  payable (Mezzanine
Note) of December 19, 1997 with interest  payable monthly  based  upon the
one-month London Interbank  Offered Rate (LIBOR) plus 4.95 percent.
The interest rate at December  31, 1997  was  10.92 percent with the
initial payment due February  1,1998. Monthly  principal payments begin
in January 1999 based  upon  a  monthly  calculation using  the
outstanding principal balance,  the interest rate  from  the
preceding month  and  a 48-month amortization period less  the
months elapsed since January 1, 1999.  The outstanding principal
and interest are due at maturity on January 1, 2003.  The Mezzanine Note
is secured by the pledge of  the  Company's general partner  interest
in New Historic Suites Partners, L.P.  and  a  full payment guaranty
by  the  Company.  The Mezzanine Loan Agreement requires that the
monthly aggregated Adjusted  Property  Net  Cash  Flow   for
the properties securing the First Mortgage Note to at least equal the
monthly calculation of the Debt Service  Coverage Threshold.
The Debt Service Coverage Threshold is  defined as 1.05  times
the sum of the annual debt service  on  the First  Mortgage
Loan plus the debt service payable on  the Mezzanine Loan at an
assumed principal and interest constant of  27 percent.
This note is cross-collateralized and  cross-defaulted with  the
First  Mortgage  Note and the Cash Collateral Agreement.

Convertible subordinated debentures - Convertible Subordinated Debentures
issued January 1994.  The securities were issued in the initial aggregate
principal  amount  of $9,127,752, and bear interest at the rate of 6
percent per annum. Interest accrues semiannually on January 1 and
July  1  of each year.  The outstanding balance as of September 30,
2000 and  December 31, 1999 consists of principal of $609,553 and
$982,704  and  accrued  interest of $309,561 and $400,742,
respectively.  Although the securities mature December 2003,
the securities  are  subordinate and  junior  in  right  of payment
to all senior indebtedness of the Company  (which includes  all
collateralized debt of the Company).   Senior indebtedness  is to
be paid in full before holders  of  the securities are to be paid
any principal or interest.  As a result, management does not
anticipate that the securities will be paid at the date of maturity.
At any time prior to maturity, the securities are convertible
into  shares  of common  stock of  the Company, unless the
securities  are called  for redemption.  The number of shares
issuable upon conversion  is  based  on  the  Company's book value
of $7.4667/share (after reverse and forward stock split)as
of the December 31, 1993 financial statements. Related accrued
interest  expense  is  not subject to conversion  to  common
stock and the liability is eliminated upon conversion of the
debenture  principal.  Accrued  interest eliminated upon conversion
of debentures during the period ended September 30, 2000 and
September 30, 1999 amounted to $116,578  and $31,828, respectively.

ITLA  mortgage note - Mortgage note payable (first  mortgage note)
with monthly interest only payments based on a  8.75 percent for  the first
twelve months and then monthly principal  and interest  payments with
interest determined quarterly  based on  LIBOR plus 3.75 percent and
principal payments based  on  a  25 year  amortization period.
This note was paid  in  full in June, 2000.

Morgan Guarantee Trust Mortgage Note - Mortgage note payable of
September 2000 with monthly principal and interest payments of
$47,423.20 based on an interest rate of 8.12 percent and a 30
year amortization.  This note matures on July 1, 2030.  This note
is  collateralized  by commercial, residential and  parking
properties in the Garment District of Kansas City, Missouri.

Hillcrest  Bank  note  #3  - Line of  credit,  with  maximum aggregate
principal amount of $480,000, with interest at the Wall  Street Prime
Interest Rate plus 1 percent.  Monthly  payments of  interest are required
until maturity on October 1, 2000, at  which time any unpaid accrued
interest and principal are due.   The  note is collateralized by a
commercial property located in Rivermarket area Kansas City,
Missouri, a  vacant lot, assignment of rents, furniture and fixtures,
and a full payment guaranty by the Company.  On October 1, the note
was increased  to $1,210,157.  The proceeds from this note will be
used for construction costs on the collateralized building.

Hillcrest  Bank  note  #4  - Line of  credit,  with  maximum aggregate
principal amount of $480,000 with interest at Wall Street prime interest
plus 1 percent.  Monthly payments on interest only  are  required until
maturity at April 1, 2000.  This note is collateralized by a building
located in  downtown Kansas City, Missouri.  This note was paid in full
in  March 2000  as part of a transfer of the building to a development
partnership.

Hillcrest  Bank  note  #5  - Line of  credit,  with  maximum aggregate
principal amount of $480,000 with interest at Wall Street prime interest
plus 1 percent.  Monthly payments on interest only  are required until
maturity at May 1, 2000.  This note is collateralized by a building
located  in  Kansas  City, Missouri.  This note was paid in
full in May 2000 as part of a transfer of the building to a
development partnership.

Hillcrest  Bank  note  #6  - Line of  credit,  with  maximum aggregate
principal amount of $450,000 with interest at  the Wall  Street Prime
Interest Rate plus 1 percent.  Monthly  payments on interest only are
Required until maturity at May 1, 2000. This   recourse  note  was
Collateralized by an earnout agreement  related  to the ITLA mortgage
note due at the earlier of the payout of the earnout or May 2000.
Subsequent to December 31, 1999, the Company paid down $290,000
on this obligation and the terms changed  to  a  3 year amortization
period through December 2002.

Hillcrest  Bank  note  #7  - Line of  credit,  with  maximum aggregate
principal amount of $800,000 with interest at Wall Street prime interest
plus 1 percent.  Monthly payments of interest only are required until
maturity at September 1, 2000.  This note  was  collateralized by a
building located in  downtown Kansas  City, Missouri.  This note was
paid in full  in May 2000 as part of a transfer of the building to
a developmental partnership.

Hillcrest  Bank note #8  - Line of credit with maximum principal
amount of $80,000 with interest  at  Wall  Street prime  plus 1 percent
Monthly payments of interest only  are  due until   maturity   at
March  1, 2001.  This note is collateralized by a building in downtown
Kansas  City, Missouri.

Unsecured  note  -  9 percent unsecured note payable to previous
participants in  the  alternative  treatment plan, with interest
only payable quarterly until maturity in August 2000.  This note
was paid in full in August 2000.

Unsecured  note - Prime rate plus 1 percent unsecured note payable
totaling $559,846 due December 31, 2001.  Interest is payable
quarterly.

Unsecured non-interest bearing note payable - Note
due  September 2000, payable in an installment of $75,000 on
January 31, 1996 and 60 monthly payments of $7,333 with the
remaining unpaid principal due at maturity. Interest has been
imputed at a rate of 9 percent

FNB  of  Medicine Lodge note - A mortgage note payable  with interest
only at prime rate due May 30, 2001.  This note  is collateralized
by  a commercial  real  estate  project  in Independence, Missouri.
Real estate tax note - Unsecured note payable consisting  of an
agreement with the taxing authorities for delinquent real estate
taxes on a foreclosed property with interest imputed at  9 percent
and monthly payments of $3,220 until  maturity  on August 15,
2002.

Hotel  van  loans  -  9.25, 8.75  and  8 percents  notes  payable,
collateralized  by  vehicles, payable in aggregate monthly installments
of  $1,445  through  May  2001,  $646  through September 2001 and $871
through March 2003, respectively.

Lease Commissions note - 9.5 percent unsecured note payable with monthly
principle and interest payments of $839 and a balloon payment of $33,390
due September 1, 2001.

(9)  Other liabilities
Other liabilities consists of the following:
                                          September 30,     December 31,
                                              2000              1999
Interest Payable                           $ 183,724           $179,249
Accounts payable                             384,335            556,477
Accrued bonus pool                                 -             68,744
Other liabilities                            445,117            278,001
                                           ---------           --------
Totals                                    $1,013,176         $1,082,471
                                          ==========         ==========

(10) Common and Preferred Stock and Paid in Capital.

Stockholder rights plan:  During 1999 the Board of Trustees adopted
a  stockholder rights plan.  Under this plan each shareholder was
given  the right  to  purchase  additional shares  of stock at a
price below market value.  The  number of  shares  allowed to be
purchased by each shareholder  and the purchase price is defined in
this agreement.  The rights become exercisable if a triggering event,
as defined in  the agreement, occurs.  Certain stockholders, as
defined in  the agreement,  are precluded from participating in  this
plan. The  rights  under the plan will expire if not  utilized  by
October 31, 2009.  The dilutive effect of this plan  cannot be
determined due to significant variables at this time.

(11) Extraordinary item
During September 1999, the Company entered into an agreement with
its lender  to  transfer hotel property  in  Wichita, Kansas   in
full settlement  of  the  nonrecourse   debt collateralized  by the
property.  The Company  acquired  the troubled  property  in  October
1997  with  the  intent  of improving   the  operating  performance
of  the property. Certain adverse market conditions, including a
switch from a Holiday  Inn  to a Ramada Inn during 1998 contributed
to  a continued  decline  in  the  operating  performance  of  the
property.	The  carrying amount of the collateral  exceeded its fair
value by an estimated $5,654,395, and, accordingly, a  loss  on the
asset transfer was included in net operating income for 1999.  The
carrying amount of the loan payable at the  date  of  foreclosure
exceeded the fair  value  of  the collateral by an estimated
$4,789,488, and, accordingly,  an extraordinary gain, was recognized
in 1999.

(12) Business segment information
Description  of  the  types  of  activities  for  reportable segments
The Company has three reportable segments:  hotel leasing,
residential/mixed use properties, and assets  held for  restructure
The hotel leasing segment  realizes  rent income  on  Hotel
properties  leased  to  operators.   The residential/mixed  use
properties segment  realizes  income from residential and commercial
real estate properties.  The assets held for restructure are assets
recovered   as collateral on notes receivable for which the Company
has  no long-term objective of owning and operating.

Revenue from segments below the quantitative thresholds are reported
as  all other.  Those activities are predominantly non-recurring
gains and losses.  The assets in all other are predominantly
administrative assets, intangible assets,  and assets held for
long-term capital appreciation.

Measurement of segment profit or loss and segment assets The
accounting policies of the segments are the same as those
described in the summary of significant accounting policies.
The Company does not have intersegment sales and transfers.

Factors management used to identify  the enterprise's reportable
segments - The Company's reportable segments  are strategic  business
units  that  are  in  distinct  markets consistent with the Company's
longrange strategic  business plan.   They  are managed separately
because each  business requires different management practices.

The following table illustrates information concerning segment
profit or loss and segment assets:

Period ended September 30, 2000

                                                 Residential      Assets
                                 Hotel            mixed use       For
                                Leasing          Properties    Restructure

Revenues from external
Customers                    $1,255,500       $2,932,933        $     -
Interest revenue                  1,242               52         10,238
                               --------         --------        -------
Total revenues               $1,256,742       $2,932,985        $10,238
                               ========         ========        =======
Percentage of segment
revenues to total                    27               63              0
Interest expense                742,371          737,854              -
Depreciation and
Amortization                    456,828          527,700              -
Other expenses                    3,275        1,315,410              -
Segment profit (loss)            54,268          352,021         10,238
Percentage of segment
profit (loss) to total              -17             -112             -3

September 30, 2000

Segment assets              $18,877,991      $19,464,634     $4,116,190
Percentage of segment
assets to total                      42               43              9
Expenditures for
segment assets                   13,749          974,181        128,050

Period Ended September 30, 2000

                                 All
                                Other              Total

Revenues from external
Customers                     $479,529       $4,667,962
Interest revenue                19,692           31,224
                              --------       ----------
Total revenues                $499,221       $4,699,186
                              ========       ==========
Percentage of segment
revenues to total                   10              100
Interest expense               208,997        1,689,222
Depreciation and
Amortization                    48,767        1,033,295
Other expenses                 973,544        2,292,229
Segment profit (loss)         (732,087)        (315,560)
Percentage of segment
profit (loss) to total             232              100

September 30, 2000

Segment assets              $2,916,309      $45,375,124
Percentage of segment
assets to total                      6              100
Expenditures for
segment assets                 545,526        1,661,506



In addition to the above measures for business segments,
the Company monitors Funds from Operations (FFO) as defined
by National  Association  of  Real  Estate  Investment
Trusts (NAREIT). Real  Estate Investment  Trusts  use
FFO  as  a standard measure of operating performance.
FFO is  defined by  NAREIT as net income (computed in
accordance  with generally  accepted accounting principles),
excluding  gains (or  losses) from debt restructuring
and sales of  property, plus depreciation and amortization,
and after adjustments for  unconsolidated  partnerships
and joint  ventures.  The calculation of FFO for the
Company  for  each  operating segment is as follows:

Period Ended September 30, 2000

                                                 Residential      Assets
                                 Hotel            mixed use       For
                                Leasing          Properties    Restructure

Net income (loss)              $ 54,268          $352,021         $10,238

Add: Minority interest            4,069                 -               -

Add: Depreciation and amortization
of real estate assets           456,828           527,700               -

Less: Accrued Interest foregone
On converted debentures               -                 -               -
                               --------          --------         -------
Funds from operations          $515,165          $879,721         $10,238
                               ========          ========         =======
Period Ended September 30, 2000

                                 All
                                Other              Total

Net income                    $(732,087)        $(315,560)

Add: Minority interest                -             4,069

Add: Depreciation and amortization
of real estate assets            48,767         1,033,295

Less: Accrued Interest forgone on
converted debentures           (104,393)          (104,393)
                              ---------         ----------
Funds from operations         $(787,713)          $617,411
                             ==========         ==========


Commitments and contingencies
Guaranty:

The Company is contingently liable as a guarantor on
Industrial Revenue Bonds (IRB's) (Soho Office Center Project)
Series 1996 between the Land Clearance for Redevelopment
Authority of Kansas City (the Issuer) and Soho Office  Center,
L.P. (the  borrower) in the amount of $2,655,000.  The  Series
1996 bonds were  reissued  to  pay amounts  due  to the Company
on Series  1984  Bonds.  The Company entered into the Guarantor
Agreement to  effectuate the  transaction whereby these funds
would be  available  to the  Company.  The Company has pledged
collateral to  secure the guaranty.  The collateral consists
of the Company's Deed of  Trust and Security Agreement executed
by the borrower in favor of the Company on the  Series 1984
Bonds, and assignment on a ratable basis of General Partnership
Interest  of  River  Market Venture, Inc. (a  wholly owned
subsidiary of the Company) in River Market Venture  I, L.P.
The  Company  is  completing negotiations to acquire Soho
Office Center project.

Minimum rents:

The Company receives income on commercial and residential
properties under noncancelable operating lease agreements
expiring through  2001  in  connection  with its rental
operations.  Future  minimum rental payments under these
leases as of December 31, 1998 are as follows:

Years Ended December 31,

2000                   $2,167,143
2001                    1,098,960
2002                      983,010
2003                      561,761
2004                      463,656
Thereafter                882,382
                       ----------
Total                  $6,156,912
                       ==========

MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in thousands, unless otherwise stated)

Background:

The following discussion compares historical results of operation for the
nine months ended September 30, 2000 and 1999.  The discussion should be
ead in conjunction with the "Selected Financial Data," and the financial
statements and notes thereto included elsewhere in this report.

The Company

The Company is a public real estate investment trust that is primarily
engaged in the acquisition, development and operation of mixed use
apartment/commercial properties and the acquisition and development of
hotel properties.  The Company operates these properties either directly
or through subsidiaries or partnerships.

Results of Operations

Nine Month Period Ended September 30, 2000 Compared with Nine Month Period
Ended September 30, 1999.

Rental Properties

Revenue from rental properties increased by $134,429 from $2,798,504 at
September 30, 1999 to $2,932,933 at September 30, 2000.  This increase was
due to the increases in rental rates in all of the Properties and the
addition of 14 apartment units in September 1999.

Rental expenses increased from $1,257,168 at September 30, 1999 to
$1,375,808 at September 30, 2000.  This increase of $118,640 was due
to increased real estate taxes on one property which came off tax
abatement in 1999 and the addition of 14 apartment units in
September 1999.

Funds from operations from rental properties was $891,010 at September 30,
2000 compared to $999,487 September 30, 1999.

Hotel Properties

Revenues from hotel lease income decreased by $249,255 from $1,504,755 at
September 30, 1999 to $1,255,500 for September 30, 2000.  This decrease
was due to the elimination of percentage rent and the disposition of
the Company's hotel in Wichita, Kansas. The Company disposed of the
Wichita hotel in September, 1999.  The Company acquired this hotel as
part of a workout between the lender and its former borrower.
The Company implemented new management and funded capital improvements
to reposition the hotel.  However, a significant decline in room demand
in Wichita due to the relocation of two companies' international
headquarters devastated the Wichita hotel market.  The Company had
no choice but to negotiate a transfer of the hotel back to the lender.
The disposition of the property resulted in a loss on the asset transfer
of $5,654,395 and an extraordinary gain on the debt discharge of
$4,789,488 in 1999.

Funds from operations from Hotels was $515,165 at September 30, 2000
compared to $575,514 at September 30, 1999.

Other Revenues and Expenses

The Company continued to receive interest income on its remaining real
estate loans.  The decrease in the amount received of $24,866 from
September 30, 1999 to September 30, 2000 was due to the decline in
mortgage notes receivable of the Company.

The Company had a $36,534 decrease in general and administrative expenses
for September 30, 2000 compared to September 30, 1999

Interest expense decreased by $579 from $1,688,643 at September 30, 1999
to $1,689,222 at September 30, 2000.

Liquidity and Capital Resources

The Company had a deficit in cash flow from its operating and financing
activities which represented the payment of Company liabilities.

The Company had an increase in cash flows from its investing and financing
activities related to partnership and asset acquisitions and refinancing
proceeds.

Funds from Operations

FFO is defined by the National Association of Real Estate Investment Trusts
("NAREIT") as net income (loss) (computed in accordance with generally
accepted accounting principles) excluding gains (or losses) from debt
restructuring and sales of property, and distributions in excess of
earnings allocated to Minority Interest, plus depreciation/amortization of
assets unique to the real estate industry.  Depreciation/amortization of
assets not unique to the industry, such as amortization of deferred
financing costs and non-real estate assets, is not added back.  FFO does
not represent cash flow from operating activities in accordance with
generally accepted accounting principles (which, unlike FFO, generally
reflects all cash effects of transactions and other events in the
determination of net income) and should not be considered an alternative
to net income as an indication of the Company's performance or to cash
flow as a measure of liquidity or ability to make distributions.
The Company considers FFO a meaningful, additional measure of operating
performance because it primarily excludes the assumption that the value
of real estate assets diminishes predictably over time, and because
industry analysts have accepted it as a performance measure.  Comparison
of the Company's presentation of FFO, using the NAREIT definition, to
similarly title measures for other REITs may not necessarily be meaningful
due to possible differences in the application of the NAREIT definition
used by such REITs.

The following reflects the FFO of the Company for the periods ended
September 30, 2000 and 1999.


                                  September 30, 2000    September 30, 1999
Net loss                        $        (315,560)     $       1,342,642
Minority interest                           4,069                (10,182)
Less partnership investment income              -                (10,188)
                                         ---------              ---------
Loss before minority interest            (311,491)            (1,363,712)
Add depreciation and amortization
of real estate assets                   1,033,295                920,302
Less Non-Recurring Items:
Accrued interest expense forgone
on converted debentures                  (104,393)               (31,828)
Add: Loss on Asset Disposition                  -                809,652
                                         ---------               --------
Funds from operations                    $617,411               $334,414
                                         ========               =========

REIT Termination

The shareholders, at the annual meeting April 29, 2000, voted to approve
the termination of the Company's tax status as a REIT subject to board of
trustee review and approval of the potential benefit to the Company of
certain transactions which would indirectly result in termination of real
estate investment trust status under the Internal Revenue Code.  As of the
first of the year, the Company entered into significant rehabilitation tax
credit transactions directly and indirectly to rehabilitate four historic
buildings located in Kansas City, Missouri to be used primarily for rental
apartment use.  The Company's full participation in these transactions would
generate fee income for calendar year 2000 and thereafter which is
substantially in excess of the fee income a real estate investment trust
is permitted to earn and maintain its tax status under I.R.C. Section
856(c).  A committee of independent trustees reviewed the potential benefit
of full participation in such proposed development activities vis-.-vis the
loss of real estate investment trust status.  Based on the review and
recommendation of the committee, the board of trustees formally ratified
and approved the Company's full participation in all such agreements at
the board of trustees meeting on August 16, 2000; said approvals dating
back to the appropriate date of the Company's initial participation in
such developments throughout the year.  Full participation in the
development enterprise also contemplates a future contribution of
significant shares of common stock of the Company to the main
development entity as a contribution of capital to such entity based
on the value of assets contributed.  It is projected that gross fee
income and other related income (before any related expenses) in the
range of $4,000,000 to $5,000,000 will be earned in 2000 and 2001
from participation in the development projects.  It is not possible
to determine precisely the amount of income earned to date given the
separate reporting by each of the various development entities and the
dynamics of the calculation of fee income and other income earned and
the timing of such income.  A significant amount of such income must
also be contributed to the development entities in the form of
a capital contribution.  Significant additional development related
income is projected to be earned by the Company in subsequent years.
It is currently anticipated that all such taxable income will be offset
by utilization of the Company's existing net operating loss.

Cautionary Statement

The foregoing Management's Discussion and Analysis of Financial Condition
and Results of Operations contains various "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements represent the Company's expectations or beliefs
concerning future events, including statements regarding future fees and
other income to be earned in connection with development activity, rental
income and profit percentages, any statements regarding the continuation of
historical trends, and any statements regarding the sufficiency of the
Company's cash balances and cash generated from operating and financing
activities for the Company's future liquidity and capital resource needs.
In particular, development fee and other development related income is
subject to numerous risks including satisfactory and timely completion
of construction and rehabilitation of buildings, compliance with federal
and state laws, occupancy and rent-up requirements, financing and other
real estate contingencies.  The Company cautions that these statements
are future qualified by important factors that could cause actual results
to differ materially from those in the forward-looking statements.

SIGNATURES

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

Dated: November 15, 2000 MASTER REALTY PROPERTIES, INC.


By:
John J. Bennett, Chairman
(Principal Executive Officer)


Thomas H. Trabon, Executive Vice President
and Chief Financial Officer