SecProbe.io

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	December 9, 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 November 2, 2005 and December 8, 2005
response letters and have the following additional comments.

1. We have considered your response to our previous comments in
regards to your accounting treatment for the forgiveness of debt
by
NPAEP and PVPG.  When a forgiveness of debt from a related party
occurs, there is a presumption that the forgiveness is a capital
transaction in substance.  You have not provided a reasonable
basis
to overcome this presumption.  Accordingly, please restate your
historical financial statements to account for the forgiveness of
debt by NPAEP and PVPG as a capital transaction.

2. Please provide us with your revised calculation of the discount
associated with the Lake Mary property and the incremental
increase
to interest expense and impact on your historical financial
statements.  In this regard, please also tell us how you evaluated
the materiality of this error, including each financial statement
line item and for each period presented in the filing rather than
evaluating on an average basis.  For instance, we note that the
annual understatement of interest expense related solely to the
Lake
Mary property represents greater than 10% of your net loss for the
years ended December 31, 2004 and 2002.  Refer also to SAB Topic
1M.

3. As requested in our call on November 17, 2005, please provide
us
with the results of your analysis to identify the population of
wrap
mortgages that contain similar errors related to the calculation
and
amortization of the balloon interest component of the unamortized
discount.  In your response, please quantify the error on an
individual and aggregate basis for each property and for each
historical period that this error occurred.  Also, tell us how you
concluded that this population of errors when aggregated with the
Lake Mary property does not result in a material misstatement.

4. As discussed in our conference call on November 17, 2005, we
reviewed your revised present value calculation in your letter
dated
November 2, 2005 in response to comment 3 and have the following
additional comments:

a. Please explain the principal differences, or revise your
calculation, in the amount shown as (1) total payments for years
1996
- 2013 of $22.5 million and (2) interest (on a non-discounted
basis)
and the reduction in principal of your wrap mortgages in the
aggregate amount of $24.5 million.  Specifically, please explain
why
the principal reduction in your wrap mortgages during years 2005 -
2013 exceed payments less interest (on a non-discounted basis) for
each of the respective years.

b.  Please explain the principal differences in the initial wrap
balance, net of unamortized discount, in the amount of $4.3
million
compared to the net present value of $7.7 million.

*  *  *  *

	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.
December 9, 2005
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