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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

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


              For the fiscal year ended             December 31, 2004

              Commission File Number                     0-24816


              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
             (Exact name of Registrant as Specified in its Charter)

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


        230 S. Broad Street, Mezzanine, Philadelphia, Pennsylvania 19102
               (Address of principal executive offices) (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class to                                       Name of exchange on
be so registered                                               which each class
                                                             is to be registered

      None                                                          N/A

           Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                                (Title of Class)

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, (2) has been subject to such filing requirements for
the past 90 days.
                                               Yes  [X]     No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

Aggregate Market Value of Voting and Non-Voting Common Equity Held by
non-affiliates of the Registrant: N/A

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                               Yes  [X]     No [ ]
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                                EXPLANATORY NOTE

National Property Analysts Master Limited Partnership ("NPAMLP") is filing this
Amendment No. 1 on Form 10-K/A ("Amendment No. 1") solely to amend its
disclosures in Item 9A of Part II contained in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 (the "Form 10-K"), which was
originally filed with the Securities and Exchange Commission (the "SEC") on
March 31, 2005. The purpose of this Amendment No. 1 is to address comments that
NPAMLP received from the Staff of the Division of Corporation Finance of the
SEC.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended, this Amendment No. 1 contains the complete text of Item 9A of Part II,
as amended, and new certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. The representations contained in the new certifications continue to
relate solely to our fiscal year ended December 31, 2004. This Amendment No. 1
contains only the sections and exhibits to the Form 10-K that are being amended
and restated. The sections of and exhibits to the Form 10-K as originally filed,
which are not included herein, are unchanged and continue in full force and
effect as originally filed. This Amendment No. 1 speaks of the date of the
original filing of the Form 10-K and has not been updated to reflect events
occurring subsequent to the original filing date.



ITEM 9(A). CONTROLS AND PROCEDURES

         NPAMLP's management, including the principal executive officer and the
principal financial officer, evaluated the effectiveness of the design and
operation of NPAMLP's "disclosure controls and procedures" as of December 31,
2004. Disclosure controls and procedures are defined in SEC Rule 13a-15(e) as
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Such officers have concluded that such controls and procedures are
adequate and effective. Additionally, there were no significant changes in
NPAMLP's internal controls or in other factors that could significantly affect
these controls subsequent to the date of such officers' evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses, none of which were found to exist. (See "Certifications" set forth
as Exhibits).
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                                     PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         Note: Item 15 in the Form 10-K, as originally filed, is unchanged
except for the filing of additional certifications pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

         B.  EXHIBITS

<TABLE>
<CAPTION>
                  Exhibit No.                   Description

<S>                                       <C>
                  31.1                    Certification of Managing General Partner pursuant to
                                          Section 302 of the Sarbanes-Oxley Act of 2002.

                  31.2                    Certification of Equity General Partner pursuant to Section
                                          302 of the Sarbanes-Oxley Act of 2002.

                  31.3                    Certification of Chief Financial Officer pursuant to Section
                                          302 of the Sarbanes-Oxley Act of 2002.
</TABLE>
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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

NATIONAL PROPERTY ANALYSTS MASTER
LIMITED PARTNERSHIP
(Registrant)

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



     By: /s/ Edward B. Lipkin
         -------------------------------------
            Edward B. Lipkin
            Director

Date:    July 22, 2005
         -------------------------------------



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



     By: /s/ Robert McKinney
         -------------------------------------
            Robert McKinney
            Director

Date:    July 22, 2005
         -------------------------------------



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                           Capacity                                       Date
---------                           --------                                       ----

<S>                                 <C>                                         <C>
/s/ Edward B. Lipkin                Director of EBL&S, Inc.
-------------------------
Edward B. Lipkin                    Principal Executive Officer,
                                    Principal Accounting Officer and
                                    Principal Financial Officer                 July 22, 2005
                                                                                -------------


/s/ Robert McKinney                 Director of Feldman International, Inc.     July 22, 2005
-------------------------                                                       -------------
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