SecProbe.io

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August 23, 2005

Mr. Steven Jacobs
Accounting Branch Chief
Division of Corporation Finance
Mail Stop 4561
United States Securities and Exchange Commission
Washington, DC 20549

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

Dear Mr. Jacobs:

On behalf of National Property Analysts Master Limited Partnership ("NPAMLP"), I
am writing to you in response to the comments of the staff in the letter dated
August 9, 2005 regarding NPAMLP's Annual Report on Form 10-K for its fiscal year
ended December 31, 2004 and our response to the comments of the staff in their
letter dated June 30, 2005.

The following discussion is keyed to the comments in the staff's August 9
letter. For ease of review, we have included the staff comments in numerical
order, and we have included our responses in bold following each staff comment.
I have also included the following background information on NPAMLP, and its
formation, to provide additional information surrounding NPAMLP's policies and
operating objectives.

Background:
National Property Analysts Master Limited Partnership ("NPAMLP") was
organized under the Delaware Revised Uniform Limited Partnership Act in
January, 1990 as part of a court ordered consolidation of the operation of the
properties owned by certain limited partnerships (the "Partnerships")
previously sponsored by National Property Analysts, Inc. and its affiliates
("NPA"). The term of NPAMLP will continue until December 31, 2013, unless
sooner terminated in accordance with the terms of the limited partnership
agreement of NPAMLP (the "Partnership Agreement"). The court ordered
consolidation resulted from the settlement of a

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class action commenced in 1988 in the United States District Court for the
Southern District of New York by certain limited partners of the Partnerships
(the "Action"). The creation of NPAMLP resulted from the settlement of the
Action. In 1989, the plaintiffs and certain defendants in the Action, including
NPA, entered into an agreement regarding a settlement of the Action (the
"Settlement Agreement").

The Settlement Agreement provided that certain steps would be taken to
reorganize the operations of, and consolidate in one entity, the ownership of
the properties (the "Consolidation"). The Settlement Agreement also provided
that in connection with the Consolidation, the wrap mortgages and second
mortgages would be restructured (the "Restructuring"). Pursuant to the
Restructuring, the wrap mortgages and second mortgages were restructured to
reduce the interest rate on the wrap mortgages and to permit the NPAMLP to have
the opportunity to receive a portion of the proceeds of a sale of the properties
at an earlier point than permitted to the Partnerships prior to the
Restructuring (i.e., prior to full payment of the outstanding balance on the
wrap mortgages and the second mortgages) (the "Restructuring Agreement"). Copies
of the Partnership Agreement, Settlement Agreement, Consolidation Agreement and
Judgment and Order of the Court, have been filed as exhibits to NPAMLP's Form 10
filed July 14, 1994.

The Limited Partners are prohibited from transferring their interests in NPAMLP
except by will, inheritance or operation of law and no additional limited
partners may be admitted as partners of NPAMLP. In addition, there is no trading
market for the interests of the limited partners in NPAMLP (see Part II, Item 5
in the report on Form 10-K of NPAMLP for the year ended December 31, 2004).

NPAMLP intends to hold the properties until such time as it is deemed prudent to
dispose of them. Pursuant to the Partnership Agreement, the precise timing of
disposition of properties is in the discretion of the Managing General Partner.
The determination of whether a property should be sold or otherwise disposed of
is made by the Managing General Partner after consideration of relevant factors,
including performance of the property, market conditions, the financial
requirements of NPAMLP and the tax consequences to limited partners, with a view
toward achieving the principal investment objectives of NPAMLP.

In keeping with the foregoing considerations, the objectives of the NPAMLP are,
to attempt to implement, with respect to the properties, effective management,
leasing, cost control and capital improvement policies and techniques and
thereby to (i) preserve and protect NPAMLP's properties in order to avoid the
loss of any properties to foreclosure; (ii) enhance the potential appreciation
in the value of NPAMLP's properties; and (iii) provide available cash flow from
the Properties to the partners of NPAMLP, while at the same time possibly
deferring the recognition of taxable income for the limited partners of NPAMLP
At its formation, it was not anticipated that NPAMLP would be in a position to
distribute cash flow from operations to its partners in its foreseeable future.

With the above in mind, we now respond to the questions of the staff as detailed
in their August 9, 2005 comment letter, and hope that the above has helped to
clarify our responses.

Item 1. We read your response to comments 2 and 4. Please further explain to us
the

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circumstances in which each of your wraparound mortgage payment obligations were
forgiven by NPAEP and PVPG, including how the underlying mortgage obligations
"were satisfied at closing" in reference to your response to comment 2. Please
also explain to us why NPAEP and PVPG forgave amounts due under your wraparound
mortgage since this obligation is cross-collateralized and tell us specific
accounting literature you rely on to support gain recognition on the debt
forgiveness in light of the fact that Mr. Lipkin controls NPAEP, PVPG and your
Managing General Partner. In your response, explain how you considered footnote
1 of APP 26 in your accounting. Refer also to paragraph 16 of SFAS 140.

THIS QUESTION HAS THREE PARTS, WHICH WE WILL RESPOND TO SEPARATELY AS FOLLOWS:

(a) Please further explain to us the circumstances in which each of your
wraparound mortgage payment obligations were forgiven by NPAEP and PVPG,
including how the underlying mortgage obligations "were satisfied at closing" in
reference to your response to comment 2.

IN CONNECTION WITH THE SALES OF PROPERTY REPORTED IN NOTES 5 AND 6, THE THIRD
PARTY UNDERLYING MORTGAGES, IF ANY, WERE, WITH ONE EXCEPTION, PAID OFF FROM THE
PROCEEDS FROM THE SALES AND SATISFIED AT CLOSING. THE MORTGAGE ON THE CRESCENT
CITY PROPERTY WAS ASSUMED BY THE RELATED PARTY BUYER (REFER TO NOTE 3 TO THE
FINANCIAL STATEMENTS - RELATED PARTY TRANSACTIONS).

(b) Please also explain to us why NPAEP and PVPG forgave amounts due under your
wraparound mortgage since this obligation is cross-collateralized and tell us
specific accounting literature you rely on to support gain recognition on the
debt forgiveness in light of the fact that Mr. Lipkin controls NPAEP, PVPG and
your Managing General Partner.

THE WRAPAROUND MORTGAGE HOLDER'S JUDGMENT TO FORGIVE WRAP BALANCES REMAINING
AFTER SALE WAS MADE AS A CREDITOR, TAKING INTO ACCOUNT VARIOUS FACTORS AND
BUSINESS ISSUES (INCLUDING THE FUTURE INTEREST AGREEMENT) THAT A CREDITOR
GENERALLY CONSIDERS IN FORGIVING A PORTION OF A LOAN. IN MAKING THIS JUDGMENT,
NPAEP AND PVPG ALSO TOOK INTO ACCOUNT THAT THEY WERE ADEQUATELY SECURED, I.E.,
THAT THE BALANCE REMAINING ON THE WRAPAROUND MORTGAGES WAS, IN THEIR JUDGMENT,
SUFFICIENTLY SECURED BY THE REMAINING PROPERTIES. MR. LIPKIN'S DUTIES AS
MANAGING GENERAL PARTNER, PROVIDE HIM WITH THE NECESSARY INFORMATION AND
FAMILIARITY OF THE PROPERTIES TO MAKE THIS JUDGMENT. SEE RESPONSE 1 (c) BELOW
FOR SPECIFIC ACCOUNTING LITERATURE CITED.

(c) In your response, explain how you considered footnote 1 of APB 26 in your
accounting. Refer also to paragraph 16 of SFAS 140.

MANAGEMENT CONSIDERED FOOTNOTE 1 TO APB 26 WHICH SUGGESTS THAT THE FORGIVENESS
OF THE WRAPAROUND MORTGAGE OBLIGATIONS BY NPAEP AND PVPG, RELATED PARTIES TO
NPAMLP, "MAY IN ESSENCE BE CAPITAL TRANSACTIONS". NPAMLP HAS NEVER ACCOUNTED FOR
EXTINGUISHMENTS OF DEBT AS CAPITAL TRANSACTIONS BECAUSE THE TERMS OF THE
PARTNERSHIP AGREEMENT OF NPAMLP PROHIBIT SUCH CAPITAL TRANSACTIONS.

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SECTION 3.9 (b) OF THE PARTNERSHIP AGREEMENT STATES THAT:

     "IF THE GENERAL PARTNER OR ANY AFFILIATE OF THE GENERAL PARTNER MAKES ANY
     LOAN OR LOANS TO THE PARTNERSHIP (i) THE AMOUNT OF SUCH LOAN SHALL NOT BE
     TREATED AS A CONTRIBUTION TO THE CAPITAL OF THE PARTNERSHIP, BUT SHALL BE A
     DEBT DUE FROM THE PARTNERSHIP, (II) SUCH LOAN SHALL BE REPAYABLE UPON SUCH
     TERMS AND CONDITIONS AS THE GENERAL PARTNER OR SUCH AFFILIATE SHALL
     DESIGNATE, BUT MAY NOT INCLUDE ANY "EQUITY PARTICIPATION".

THE PARTNERSHIP AGREEMENT HAS BEEN PREVIOUSLY FILED BY NPAMLP AS AN EXHIBIT TO
ITS REPORT ON FORM 10 FILED ON JULY 14, 1994.

NPAMLP ACCOUNTS FOR THE FORGIVENESS OF THE WRAPAROUND MORTGAGES AS AN
EXTINGUISHMENT OF DEBT AND, IN ACCORDANCE WITH APB 26, RECOGNIZES GAINS FROM
SUCH EXTINGUISHMENTS IN THE PERIOD OF THE DISPOSITION OF THE PROPERTY THAT GAVE
RISE TO THE FORGIVENESS. THE DEBTOR, NPAMLP, HAS BEEN LEGALLY RELEASED FROM THE
LIABILITY OF THE FORGIVEN WRAPAROUND MORTGAGE, AND AS SUCH, PURSUANT TO
PARAGRAPH 16 OF SFAS 140, THE FORGIVENESS IS ACCOUNTED FOR AS AN EXTINGUISHMENT
OF DEBT.

Item 2. We read your response to comment 3. We do not understand how the amounts
disclosed in Notes 6 and 9 reconcile to the amounts reported in your statement
of operations as other income and discontinued operations. As such, we reissue
our prior comment 3 in its entirety. Please show us how the amounts disclosed in
Notes 6 and 9 reconciled to the amounts reported in your statement of operations
for each of the years ended December 31, 2004, 2003 and 2002.

THE AMOUNTS DISCLOSED IN NOTES 6 AND 9 RECONCILE TO THE STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 AS FOLLOWS:

2004: THE STATEMENT OF OPERATIONS REFLECTS GAINS FROM THE FORGIVENESS OF
WRAPAROUND MORTGAGES IN THE AGGREGATE AMOUNT OF $5,627,000 WHICH AGREES TO THE
AMOUNTS DISCLOSED IN NOTE 9.

NOTE 6 REPORTS GAINS FROM THE DISPOSITION OF PROPERTIES IN THE AMOUNT OF
$6,507,000. THE STATEMENT OF OPERATIONS REFLECTS GAINS FROM THE DISPOSITION OF
PROPERTIES IN THE AMOUNT OF $5,894,000. THE DIFFERENCE IS COMPRISED OF THE
AMOUNT OF SELLING EXPENSES INCURRED, WHICH IS NETTED AGAINST GAINS FOR FINANCIAL
STATEMENT PURPOSES;

2003: THE STATEMENT OF OPERATIONS REFLECTS GAINS FROM THE FORGIVENESS OF
WRAPAROUND MORTGAGES IN THE AGGREGATE AMOUNT OF $1,237,000 AND GAINS FROM THE
DISPOSITION OF PROPERTIES IN THE AMOUNT OF $923,000, FOR AN AGGREGATE GAIN FROM
DISPOSITION OF PROPERTIES OF $2,160,000, NET OF SELLING EXPENSES. THIS AGGREGATE
AMOUNT IS COMPRISED OF THE GAINS FROM DISPOSITION OF PROPERTIES RECOGNIZED FROM
THE DISPOSITION OF THE ESCANABA AND WHEELERSBURG PROPERTIES, REPORTED IN NOTE 6,
AND THE GAINS FROM THE DISPOSITION OF THE

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HUTCHINSON AND CLACKAMAS PROPERTIES, REPORTED IN NOTES 5 AND 10, RESPECTIVELY.
THESE GAIN CALCULATIONS REFLECT THE REDUCTION IN THE AMOUNTS OF THE WRAPAROUND
MORTGAGE OBLIGATIONS, NET OF DISCOUNTS, REPORTED IN NOTE 9;

2002: THE STATEMENT OF OPERATIONS REFLECTS GAINS FROM THE FORGIVENESS OF
WRAPAROUND MORTGAGES IN THE AGGREGATE AMOUNT OF $10,770,000 AND LOSSES FROM THE
DISPOSITION OF PROPERTIES IN THE AMOUNT OF $3,961,000, (INCLUDING AN IMPAIRMENT
LOSS OF $413,000) FOR AN AGGREGATE GAIN FROM DISPOSITION OF PROPERTIES OF
$6,809,000, NET OF SELLING EXPENSES. THE PROPERTY DISPOSITIONS IN 2002 AROSE
FROM SEVERAL TYPES OF TRANSACTIONS AND ARE ACCORDINGLY REPORTED IN SIX (NOTES
2(a), 3, 5, 6, 7, AND 13) OF THE NOTES TO THE FINANCIAL STATEMENTS. THE GAINS
AND LOSSES REPORTED IN THESE NOTE AGGREGATE $6,809,000. NOTE 9 REPORTS THE
AMOUNTS OF THE REDUCTION IN WRAPAROUND MORTGAGES, NET OF DISCOUNTS, WHICH ARE
INCLUDED IN THE GAIN AND LOSS CALCULATIONS REPORTED IN THE VARIOUS NOTES.

Item 3. Your response to comment 5 does not provide us with a sufficient
explanation of your basis in accounting to support gain recognition. As such, we
reissue our prior comment 5 in part. Please tell us in sufficient detail how you
considered the guidance in EITF 02-4 in determining whether this transaction is
within the scope of SFAS 15. We note that you appear to meet the condition in
paragraph 5(c)(3) of SFAS 15. In your response, please explain to us the
contrary evidence you rely on to overcome this characteristic.

MANAGEMENT OF NPAMLP DID NOT, AND DOES NOT, CONSIDER THE LAKE MARY TRANSACTION A
TROUBLED DEBT RESTRUCTURING SUBJECT TO THE PROVISIONS OF SFAS 15. THE PARTIAL
FORGIVENESS OF THE WRAPAROUND MORTGAGE BY NPAEP WAS TREATED AS AN EXTINGUISHMENT
OF DEBT IN ACCORDANCE WITH APB 26, WHICH RESULTED IN GAIN RECOGNITION IN THE
PERIOD OF THE FORGIVENESS.

MANAGEMENT OF NPAMLP ARRIVED AT THE ABOVE CONCLUSION BASED ON THE GUIDANCE
PROVIDED IN EITF 02-4 AND THE MODEL DESCRIBED IN PARAGRAPH 6 OF EITF 02-4. AS
NOTED BELOW IN OUR RESPONSE TO ITEM 4, IN FOLLOWING THE GUIDANCE OF EITF 02-4,
MANAGEMENT CONSIDERED THE DEBTOR TO BE NPAMLP, TAKEN AS A WHOLE. SINCE NPAMLP
WAS NOT IN DEFAULT OF ANY OF ITS FINANCIAL OBLIGATIONS AND HAD ACCESS TO OTHER
SOURCES OF CAPITAL, IT WAS NOT CONSIDERED TO BE EXPERIENCING FINANCIAL
DIFFICULTY. ACCORDINGLY, THE TRANSACTION WAS NOT CONSIDERED TO BE WITHIN THE
SCOPE OF SFAS 15.

Item 4. We note in your response to comment 5 that NPAEP is not experiencing
financial difficulties, however, please tell us how you considered the financial
difficulties of the individual property that secured this first mortgage in
reaching your conclusion. If you do not believe the property is experiencing
financial difficulties, please explain to us why your creditor granted NPAEP a
concession.

THERE WAS A TYPOGRAPHICAL ERROR IN OUR LETTER DATED JULY 22, 2005 IN THE
RESPONSE TO ITEM 5. THE LAST TWO SENTENCES OF THE THIRD PARAGRAPH SHOULD HAVE
READ:

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     "NPAMLP [NOT NPAEP] UTILIZED THE MODEL OUTLINED IN EITF 02-4 IN DETERMINING
     WHETHER THIS TRANSACTION WAS WITHIN THE SCOPE OF SFAS 15. SINCE NPAMLP [NOT
     NPAEP] WAS NOT EXPERIENCING FINANCIAL DIFFICULTIES, THE MODIFICATION WAS
     NOT CONSIDERED WITHIN THE SCOPE OF SFAS 15."

ONE OF THE PURPOSES OF THE CONSOLIDATION WAS TO GIVE THE PARTNERS THE BENEFIT OF
THE PERFORMANCE OF THE PROPERTIES AS A WHOLE, RATHER THAN HAVE THEM RELY ON THE
SUCCESS OF ANY ONE PROPERTY. ACCORDINGLY, IN EVALUATING WHETHER THE DEBTOR WAS
EXPERIENCING FINANCIAL DIFFICULTIES, AS CONTEMPLATED BY PARAGRAPH 6 OF EITF
02-4, MANAGEMENT DID NOT CONSIDER THE PROPERTIES INDIVIDUALLY, BUT RATHER
CONSIDERED WHETHER NPAMLP TAKEN AS A WHOLE, WAS HAVING FINANCIAL DIFFICULTY.

WE ASSUME THAT THE CREDITOR ON THE LAKE MARY PROPERTY MADE AN ECONOMIC DECISION
BY EVALUATING THE LIKELIHOOD OF RECOVERING THE FULL VALUE OF ITS MORTGAGE WITH
THE TENANT IN PLACE (THE PREVIOUS SUBTENANT OF KMART PRIOR TO KMART'S
BANKRUPTCY) AT A REDUCED RENT VERSUS GRANTING A CONCESSION TO NPAMLP ON ITS
MORTGAGE IMMEDIATELY OR SOME OTHER FORM OF MODIFICATION.

Item 5. Notwithstanding your response to our above comments, since you deemed
this modification to be substantial under EITF 96-19 please tell us how you
accounted for the unamortized discount in your calculation of the gain or loss
on debt extinguishment. In your response, please also show us how you calculated
an unamortized discount of $11,535,000 associated with a wraparound mortgage
with a balance, net of unamortized discount, of only $3.3 million at December
31, 2004. Refer to our prior comment 6.

THE LAKE MARY PROPERTY WAS ACQUIRED IN DECEMBER 1994 TO COMPLETE THE PURCHASE
(REPLACEMENT) SIDE OF A TAX DE