SecProbe.io

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	September 19, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (215) 790-4732

Mr. David A. Simon
Vice President and Chief Financial Officer
EBL&S Property Management, Inc.
230 South Broad Street, Mezzanine Level
Philadelphia, PA  19102

Re:	National Property Analysts Master Limited Partnership
      Form 10-K for the year ended December 31, 2004
      Filed March 31, 2005
      File No. 000-24816

Dear Mr. Simon:

      We have reviewed your August 23, 2005 response letter and
have
the following additional comments.

1. We read your response to comment 1 and are still unclear why
NPAEP
and PVPG forgave amounts due under your wraparound mortgages.
Please
further explain to us why NPAEP and PVPG forgave these amounts and
how the "future interest agreement" was considered in making this
decision.  In your response, please also provide us with a summary
of
the historical transactions which lead to your wrap mortgage with
NPAEP and PVPG.  In this regard, please include, but do not limit
your response to, the following:

a. Explain to us how NPAEP and PVPG acquired MLPG`s interest in
certain wraparound mortgages, including the form of consideration
given, and whether these were acquired at a discount, premium or
at
face value of the wraparound mortgage held by MLPG.

b. Provide us with the ownership structure of NPAEP and PVPG
(including ownership percentages) and who provided the capital to
enable NPAEP and PVPG to purchase its interest in the wraparound
mortgages.

2. We note from your response to comment 1 that you did not
account
for the forgiveness of debt by NPAEP and PVPG as a capital
contribution since the terms of your partnership agreement
prohibit
such capital transactions.  Please clarify your basis for
concluding
that the provision cited in your response to comment 1 governs the
accounting for this transaction rather than footnote 1 of APB 26.

3. We read your response to comment 2.  You disclose in Note 9
that
the net amount of $5.6 million was forgiven in connection with the
disposition of properties during the year which would suggest that
the $2.2 million gain on forgiveness of debt in connection with
the
refinancing of your Lake Mary property is excluded from this
amount.
Please confirm to us that the $2.2 million gain in connection with
your refinancing transaction is included in the $5.6 million gain
disclosed in Note 9 and, if so, revise your disclosure in future
filings to reflect this.

4. We note from your response to comment 2 that the gain from
property dispositions during 2004 disclosed in Note 6 does not
include the gain on forgiveness of debt.  Please confirm that you
will revise your disclosure in future filings since your current
disclosure suggests that the net gain on your property
dispositions
include the forgiveness of debt.

5. We read your response to comment 2 as it relates to your
reconciliation of the gain on property dispositions and
forgiveness
of debt for the year ended December 31, 2003.  Since the gain on
forgiveness of debt is $5.1 million, it would appear that you
incurred a loss on the disposition of properties (excluding the
gain
on debt forgiveness) of $2.9 million rather than a gain of $0.9
million as reported in your statement of operations.  Please
advise
us further or show us how you will revise your financial
statements
in future filings.

6. We read your response to comment 3.  Please tell us how you
considered the fifth bullet point in paragraph 9 of EITF 02-4 in
light of your dependency on NPAEP and PVPG to forgive portions of
your debt in connection with property dispositions.  In addition,
in
considering the sixth bullet point in paragraph 9 tell us how you
determined whether you could obtain funds from sources, other than
existing creditors, at an effective interest rate equal to the
current market interest rate for similar debt for a non-troubled
debtor.

7. We read your response to comment 5 and reissue our prior
comment 5
in part.  Please provide us with the fair value computation of
your
wraparound mortgage debt associated with the Lake Mary property at
the time of extinguishment (forgiveness) that results in an
unamortized discount of $11.5 million at December 31, 2004.  In
your
response, please also tell us how you evaluated paragraphs 13 and
14
of APB 21 when determining to use an interest rate of 12%.

*  *  *  *

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within 10 business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief
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Mr. David A. Simon
EBL&S Property Management, Inc.
September 19, 2005
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