UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549





FORM
10-K/A


Amendment
No. 1





xANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
      the fiscal year ended
              December 31,
2009





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


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
                
                (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
                
                Name
      of each exchange onwhich
      registeredNone
                
                N/A





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





Units of Limited Partnership
Interest


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.                                                                                                                                                         
Yes  ̈     No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.                                                                                                                                                        
Yes  ̈     No  x





Note –
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or Section 15 (d) of the Exchange Act from their
obligations under those Sections.





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


Yes x    No
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of
the Exchange Act.





Large
      Accelerated Filer   ̈
              
              
              Accelerated
      Filer                    ̈Non-Accelerated
      Filer     ̈
              (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company  x





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


Yes  ̈  No x





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





DOCUMENTS
INCORPORATED BY REFERENCE





Part
      I
              
              Part
      II
              
              Part
      III
              
              Part
      IV(None)
              
              (None)
              
              (None)
              
              Exhibits
      from Form 10Registration
      Statement filed on July 14, 1994;Form
      10-K Annual Reports filed on April 1, 1996 and March 31,
    2003;and
      Form 10-Q Quarterly Report;November
      11, 2003 -Commission
      file Number 0-24816.





EXPLANATORY
NOTE





This Amendment No. 1 (this “Amendment”)
to our Annual Report on Form 10-K  (the “Report”) for the fiscal year
ended December 31, 2009 has been filed in response to certain comments received
by us from the staff of the Securities and Exchange Commission.  In
response to these comments, we are amending the following items:





Item
9A(T). Controls and Procedures has been revised.





Item 15.
Exhibits, Financial Statement Schedules has been amended to include the required
certifications from our managing general partner, equity general partner and its
agent’s chief financial officer.





As
required by Rule 12b-15 of the Securities Exchange Act of 1934, new
certifications by our managing general partner, equity general partner and its
agent’s chief financial officer are filed herewith as exhibits to this
Amendment.  Except as described above, this Amendment does not modify
or update any other items or disclosures included in the original filing of the
Report.  This Amendment does not reflect events occurring after the
date of the original filing of the Report or modify or update those disclosures
that may be affected by subsequent events.




PART II




Item 9A(T) is hereby amended and
restated in its entirety as follows:




Item 9A (T):
Controls  and Procedures





Management's
Report on Internal Control over Financial Reporting.  It is the
responsibility of the General Partner to establish and maintain adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. The
Managing General Partner’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financialstatements
for external purposes in accordance with accounting principles generally
accepted in the United States of America. Internal control over financial
reporting includes policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of NPAMLP; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of NPAMLP are being
made only in accordance with authorizations of management and directors of the
Managing General Partner; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorizedacquisition,
use or disposition of NPAMLP’s assets that could have a material effect on the
financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of the NPAMLP’s internal control over financial
reporting at December 31, 2009. Management based this assessment on criteria for
effective internal control over financial reporting described in “Internal
Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Management’s assessment included an
evaluation of the design of the NPAMLP’s internal control over financial
reporting and testing of the operational effectiveness of its internal control
over financial reporting. Management reviewed the results of its assessment with
the Managing General Partner.





NPAMLP’s
managing general partner, equity general partner and its agent’s chief financial
officer, after evaluating the effectiveness of the design and operation of
NPAMLP’s disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) or 15d-15(e)) as of
the end of the period covered by this 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 effective.  Disclosure controls and procedures ensure
that information to be disclosed in reports that the NPAMLP files and submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and terms of the Securities and Exchange
Commission, and ensure that information required to be disclosed in the reports
that NPAMLP files or submits under the Exchange Act is accumulated and
communicated to  NPAMLP's management, including its managing general
partner, equity general partner and its agent's chief financial officer, to
allow timely decisions regarding required disclosure.





This
annual report does not include an attestation report of NPAMLP's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by NPAMLP’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit NPAMLP to provide only management's report in this annual
report.





PART
IV





Item
15.   Exhibits, Financial
Statement Schedules





I.  Documents
filed as Part of this Report





B.  Exhibits





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.





SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of 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.





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(Registrant)





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





By:
                /s/ Edward B. LipkinEdward
      B. LipkinDirector





Date:   
 September 27,
2010





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





By:
                /s/ Robert McKinneyRobert
      McKinneyDirector





Date:  
  September
27, 2010





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





Signature
                  
                  Capacity
                  
                  Date/s/
      Edward B. Lipkin
                  
                  Director
      of EBL&S, Inc.
                  
                  September
      27, 2010Edward
      B. Lipkin
                  
                  Principal
      Executive Officer,Principal
      Accounting Officer andPrincipal
      Financial Officer/s/
      Robert McKinney
                  
                  Director
      of Feldman International, Inc.
                  
                  September
      27, 2010Robert
      McKinney
                  
                  Registrant’s
      equity general partner