SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
October 7, 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 its letter dated
September 19, 2005 regarding NPAMLP's Annual Report on Form 10-K for its fiscal
year ended December 31, 2004 and our August 23, 2005 response to the comments of
the staff in its letter dated August 9, 2005.

The following discussion is keyed to the comments in the staff's September 19
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.

Item 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:

                                       1
<PAGE>
     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 help by MLPG.

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

THIS QUESTION HAS TWO PARTS, WHICH WE RESPOND TO SEPARATELY AS FOLLOWS;

(a)  Please further explain to us why NPAEP and PVPG forgave these amounts and
     how the "future interest agreement" was considered in making this decision.

THE DECISION TO FORGIVE A PORTION OF THE WRAPAROUND MORTGAGES WAS BASED ON
SEVERAL FACTORS INCLUDING, BUT NOT LIMITED TO: STRENGTHENING NPAMLP'S BALANCE
SHEET, THEREBY FURTHER INSURING NPAEP'S REALIZATION OF THE BALANCE OF ITS
MORTGAGE; THE COLLATERAL SECURING THE BALANCE OF THE WRAPAROUND MORTGAGES AFTER
FORGIVENESS; THE STATUS OF THE LEASES ON THE REMAINING COLLATERAL I.E. LONG TERM
FIXED RENT LEASES; AND MAINTAINING GOOD INVESTOR RELATIONS. NOTWITHSTANDING THE
RELATEDNESS OF THE PARTIES, ESSENTIALLY THIS WAS A BUSINESS DECISION WHICH
REFLECTS THE NORMAL "GIVE AND TAKE" BETWEEN DEBTOR AND CREDITOR. AS AN INFORMED
AND RATIONAL CREDITOR, NPAEP WANTED TO ASSURE NPAMLP'S CONTINUED FINANCIAL
WELL-BEING. IT WAS CLEARLY IMPORTANT TO NPAEP, AS A CREDITOR, THAT ITS DEBTOR
(NPAMLP) REMAIN IN A STRONG FINANCIAL POSITION. FURTHER, IT RECOGNIZED THAT,
BECAUSE OF UNCERTAINTIES IN THE REAL ESTATE MARKET, THERE WAS A PRACTICAL
LIMITATION ON WHAT IT (THE CREDITOR) COULD REALISTICALLY EXPECT TO COLLECT.

MR. LIPKIN'S FAMILIARITY WITH THE OPERATIONS OF NPAMLP DUE TO HIS POSITION AS
PRESIDENT OF EBL&S, INC., THE MANAGING GENERAL PARTNER, AS WELL AS HIS EXTENSIVE
EXPERIENCE IN REAL ESTATE FINANCING, PROVIDE HIM WITH THE KNOWLEDGE AND
BACKGROUND TO BEST EVALUATE THE ABOVE FACTORS.

THE FUTURE INTEREST AGREEMENT IS CONSIDERED ONLY TO THE EXTENT THAT MANAGEMENT
WANTS TO INSURE COMPLIANCE WITH ITS TERMS. AGAIN, PLEASE NOTE THAT THE DECISION
WAS BASED PRIMARILY ON THE DESIRE TO STRENGTHEN NPAMLP'S BALANCE SHEET FOR THE
REASONS NOTED ABOVE.

(b) 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:

     -    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 help by MLPG.

     -    Provide us with the ownership structure of NPAEP and PVPG (including
          ownership

                                       2
<PAGE>
          percentage) and who provided the capital to enable NPAEP and PVPG to
          purchase its interest in the wraparound mortgages.

AS NOTED IN THE BACKGROUND MATERIAL PROVIDED IN OUR AUGUST 23, 2005 RESPONSE,
NPAMLP WAS FORMED AS PART OF A COURT-ORDERED 1990 CONSOLIDATION OF THE OPERATION
OF THE PROPERTIES OWNED BY CERTAIN LIMITED PARTNERSHIPS PREVIOUSLY SPONSORED BY
NATIONAL PROPERTY ANALYSTS, INC. ("NPA").

THE HISTORY OF NPAMLP'S OWNERSHIP OF THE PROPERTIES (ACQUIRED BY THE PREDECESSOR
LIMITED PARTNERSHIPS IN THE LATE 1970'S AND 1980'S) AND THEIR ENCUMBRANCE WITH
THE WRAP MORTGAGES, AND THE EVENTUAL ACQUISITION OF THE WRAP MORTGAGES BY NPAEP
AND PVPG, MAY BE SUMMARIZED AS FOLLOWS:

     1)   TYPICALLY, AN AFFILIATE OF NPA ACQUIRED A PROPERTY FROM AN
          UNAFFILIATED SELLER. THE NPA AFFILIATE THEN SOLD THE PROPERTY TO AN
          UNAFFILIATED LIMITED PARTNERSHIP WHOSE MEMBERS WERE PENSION AND PROFIT
          SHARING TRUSTS (THE "PENSION GROUPS").

     2)   IN BOTH THE ORIGINAL ACQUISITION AND THE PURCHASE BY THE PENSION
          GROUPS, THE PURCHASERS ACQUIRED THE PROPERTY SUBJECT TO EXISTING
          MORTGAGES IN FAVOR OF THE SELLERS OR UNAFFILIATED THIRD PARTIES.
          CONSEQUENTLY, WHEN THE PENSION GROUPS ACQUIRED EACH PROPERTY, IT WAS
          SUBJECT TO A FIRST PRIORITY LIEN FOR FUNDS LOANED BY A BANK OR SIMILAR
          FINANCIAL INSTITUTION("THE FIRST MORTGAGE") AND A SECOND PRIORITY
          LIEN, JUNIOR TO THE LIEN OF THE FIRST MORTGAGE, WHICH SECURED PURCHASE
          MONEY INDEBTEDNESS, IN FAVOR OF AN NPA AFFILIATE (THE "SECOND
          MORTGAGE").

     3)   NPAMLP (OR ITS PREDECESSOR LIMITED PARTNERSHIPS) THEN ACQUIRED THE
          PROPERTY FROM THE PENSION GROUPS.

     4)   NPAMLP (OR ITS PREDECESSOR LIMITED PARTNERSHIPS) TYPICALLY PAID THE
          PURCHASE PRICE FOR THE PROPERTY PARTLY IN CASH AND, IN PART, BY
          DELIVERING TO THE PENSION GROUPS AN INTEREST-BEARING NON-RECOURSE NOTE
          (THE "WRAP NOTE") AND WRAPAROUND MORTGAGE (THE "WRAP MORTGAGE"). THE
          WRAP MORTGAGE EFFECTED A LIEN ON THE PROPERTY SUBORDINATE TO THE LIENS
          OF THE FIRST MORTGAGE AND SECOND MORTGAGE.

     5)   IN 1990, IN CONJUNCTION WITH THE COURT-ORDERED CONSOLIDATION OF THE
          LIMITED PARTNERSHIPS INTO NPAMLP AND THE RESULTANT RESTRUCTURING OF
          THE WRAP MORTGAGES, THE WRAP MORTGAGES WERE ASSIGNED BY THE PENSION
          GROUPS TO MLPG, AN ENTITY UNAFFILIATED WITH NPAMLP OR ED LIPKIN.

     6)   IN 1995, NPAEP AND PVPG ACQUIRED AN OPTION TO PURCHASE THE WRAP
          MORTGAGES FROM MLPG, SUBJECT TO THE ABOVE FIRST AND SECOND MORTGAGES,
          FOR AN EXERCISE PRICE OF $500,000. AT DECEMBER 31, 1995 THE WRAP
          MORTGAGES WERE SUBORDINATE TO APPROXIMATELY $137 MILLION OF FIRST
          MORTGAGE INDEBTEDNESS AND $83 MILLION OF SECOND MORTGAGE INDEBTEDNESS
          ON PROPERTIES WITH AN AGGREGATE NET BOOK VALUE OF $169 MILLION.

     7)   AT DECEMBER 31, 1995 THE FACE VALUE OF THE WRAP MORTGAGES WAS $468
          MILLION

                                       3
<PAGE>
          AND THE AMOUNT OF THE UNAMORTIZED DISCOUNT WAS $274 MILLION.
          ACCORDINGLY, THE WRAP MORTGAGES WERE ACQUIRED BY NPAEP AND PVPG AT A
          DISCOUNT TO THEIR FACE VALUE.

     8)   IN 1997 NPAEP AND PVPG EXERCISED THEIR OPTION TO PURCHASE THE WRAP
          MORTGAGES FROM MLPG AND DELIVERED AN INTEREST-BEARING NOTE TO MLPG FOR
          THE OPTION PRICE. THE NOTE WAS FULLY PAID (WITH INTEREST) IN 2001.

NPAEP IS A PENNSYLVANIA LIMITED PARTNERSHIP OWNED BY NATIONAL PROPERTY
MANAGEMENT CORPORATION ("NPMC") AND A 2004 GRANTOR TRUST, OF WHICH MR. LIPKIN'S
TWO SONS ARE THE BENEFICIARIES. THEIR OWNERSHIP INTERESTS ARE 60% AND 40%,
RESPECTIVELY. NPMC IS A NEVADA CORPORATION IN WHICH ED LIPKIN OWNS 100% OF THE
STOCK. PVPG IS A PENNSYLVANIA LIMITED PARTNERSHIP OWNED 1% BY NPAEP AS GENERAL
PARTNER, AND 99% BY MLPG AS LIMITED PARTNER. MR. LIPKIN WAS ABLE TO FINANCE THE
ACQUISITION OF THE WRAPAROUND MORTGAGES FROM THE WORKING CAPITAL GENERATED FROM
HIS AFFILIATED COMPANIES.

Item 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 the 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.

MANAGEMENT'S CONSIDERATION OF FOOTNOTE 1 TO APB 26 ADDRESSED NOT ONLY THE
PROHIBITION IN THE NPAMLP PARTNERSHIP AGREEMENT, BUT ALSO THE TERMS OF THE
RELATIONSHIP BETWEEN NPAMLP AND NPAEP. THE FOOTNOTE STATES THAT "EXTINGUISHMENT
TRANSACTIONS BETWEEN RELATED PARTIES MAY IN ESSENCE BE CAPITAL TRANSACTIONS".
NPAMLP AND NPAEP ARE RELATED PARTIES BY VIRTUE OF MR. LIPKIN'S POSITION AS
PRESIDENT OF THE MANAGING GENERAL PARTNER OF NPAMLP AND HIS CONTROLLING INTEREST
IN NPAEP AND PVPG. HOWEVER, IT IS IMPORTANT TO NOTE THAT NEITHER HE NOR ANY
ENTITIES CONTROLLED BY HIM HAD ANY EQUITY INTEREST IN NPAMLP BEFORE THE
FORGIVENESS AND THEY HAD NO SUCH INTEREST AFTER THE FORGIVENESS. MANAGEMENT
BELIEVES THAT THE FOOTNOTE IS MEANT TO BE APPLIED ONLY IN SITUATIONS WHERE THE
RELATED PARTIES HAVE COMMON EQUITY INTERESTS AND, ACCORDINGLY, IN THOSE
INSTANCES, A DEBT EXTINGUISHMENT MAY EFFECTIVELY SERVE TO INCREASE THE EQUITY
INVESTMENT OF THE FORGIVING PARTY. IT WOULD APPEAR ILLOGICAL TO CONSIDER
FORGIVENESS AS A CAPITAL CONTRIBUTION WHERE SUCH ACTION DID NOT ENHANCE THE
CREDITOR'S POTENTIAL RETURN AS A PARTNER.

Item 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
<PAGE>
THE $5.6 MILLION GAIN DISCLOSED IN NOTE 9 (RELATING TO THE YEAR ENDED DECEMBER
31, 2004) INCLUDES THE $2.2 MILLION GAIN ON FORGIVENESS ARISING FROM THE
REFINANCING OF THE LAKE MARY PROPERTY. THIS GAIN IS REPORTED IN THE STATEMENT OF
OPERATIONS AS FORGIVENESS OF WRAPAROUND MORTGAGES PAYABLE ON DISPOSITION OF
PROPERTIES AS A COMPONENT OF LOSS FROM CONTINUING OPERATIONS. IN FUTURE FILINGS,
WHEN APPROPRIATE, THE LINE ITEM ON THE STATEMENT OF OPERATIONS FOR INCLUSION ON
GAIN OR LOSS FROM CONTINUING OPERATIONS WILL BE CHANGED TO READ "FORGIVENESS OF
WRAPAROUND MORTGAGES PAYABLE". THE DISCLOSURE IN THE RELATED FOOTNOTE DISCUSSING
THE WRAPAROUND MORTGAGES WILL ALSO BE REVISED TO CLARIFY THE TYPE OF TRANSACTION
GIVING RISE TO THE FORGIVENESS (I.E. REFINANCING AND/OR PROPERTY DISPOSITION).

Item 4. We note from your response to comment 2 that the gain from property
dispositions during 2004 disclosed in Note 6 does not include 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.

THE NET GAINS FROM THE DISPOSITION OF PROPERTIES DISCLOSED IN NOTE 6 INCLUDE THE
GAINS FROM FORGIVENESS OF A PORTION OF THE WRAPAROUND MORTGAGES. AS NOTED IN OUR
RESPONSE TO COMMENT 2 OF YOUR AUGUST 9, 2005 LETTER, THE DIFFERENCE BETWEEN THE
$6,507,000 REPORTED IN NOTE 6 AND THE $5,894,000 REPORTED IN THE STATEMENT OF
OPERATIONS REFLECTS THE SELLING EXPENSES INCURRED IN THE RELATED SALES
TRANSACTIONS; THESE EXPENSES ARE NETTED AGAINST GAINS FOR FINANCIAL STATEMENT
PURPOSES. HOWEVER, THE AMOUNT OF GAIN FROM DISPOSITION OF PROPERTIES REPORTED IN
NOTE 6 INADVERTENTLY DID NOT INCLUDE THE GAIN FROM THE FORGIVENESS OF WRAPAROUND
MORTGAGES ARISING FROM THE TERMINATION OF THE CHESAPEAKE GROUND LEASE. IN FUTURE
FILINGS, WE WILL CLARIFY THE COMPONENTS OF GAINS FROM DISPOSITION OF PROPERTIES
DISCLOSED IN THE FOOTNOTES.

Item 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 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.

THE TOTAL GAIN ON DISPOSITION OF PROPERTIES FOR THE YEAR ENDED DECEMBER 31, 2003
WAS $2.16 MILLION (COMPRISED OF THE $923,000 GAIN FROM OPERATIONS OF
DISCONTINUED COMPONENTS AND THE $1,237,000 GAIN ON FORGIVENESS OF WRAPAROUND
MORTGAGES PAYABLE REPORTED IN THE STATEMENT OF OPERATIONS) WHICH INCLUDES THE
GAIN FROM FORGIVENESS OF WRAPAROUND MORTGAGES PAYABLE. THE $5.1 MILLION REPORTED
IN FOOTNOTE 9 REFLECTS THE TOTAL REDUCTION IN WRAP MORTGAGES PAYABLE ARISING
FROM THE DISPOSITION OF PROPERTIES. IN FUTURE FILINGS, THE FOOTNOTE DISCLOSURE
RELATING TO THE WRAPAROUND MORTGAGES WILL DISCLOSE BOTH THE AMOUNT OF REDUCTIONS
IN WRAPAROUND MORTGAGES ARISING FROM SALES PROCEEDS AND THE AMOUNT FROM DEBT
FORGIVENESS, IF ANY.

                                       5
<PAGE>
MANAGEMENT RECOGNIZES THAT THE REPORTING IN THE STATEMENT OF OPERATIONS COULD BE
MODIFIED TO PROVIDE MORE TRANSPARENCY. COMMENCING WITH THE REPORT ON FORM 10-Q
FOR THE THREE AND SIXTH MONTH PERIODS ENDING JUNE 30, 2004, MANAGEMENT HAS
REVISED ITS REPORTING OF RESULTS FROM DISCONTINUED OPERATIONS REPORTED IN THE
STATEMENT OF OPERATIONS TO INCLUDE SEPARATE LINE ITEM DISCLOSURE OF THE GAINS OR
LOSSES FROM OPERATIONS (OF THE DISCONTINUED COMPONENTS) , GAINS OR LOSSES FROM
THE DISPOSITION OF PROPERTIES, AND GAINS FROM THE FORGIVENESS OF WRAPAROUND
MORTGAGES PAYABLE ON DISPOSITION OF PROPERTIES.

Item 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 rate for similar debt for a non-troubled debtor.

IN EVALUATING WHETHER NPAMLP WAS EXPERIENCING FINANCIAL DIFFICULTIES AS
DESCRIBED IN THE MODEL OUTLINED IN PARAGRAPH 6 OF EITF 02-4, MANAGEMENT REVIEWED
THE INDICATORS IN PARAGRAPH 9 THEREOF AND CONCLUDED THAT NPAMLP WAS NOT
EXPERIENCING FINANCIAL DIFFICULTY. SPECIFICALLY, NPAMLP'S ESTIMATES AND
PROJECTIONS INDICATED THAT CASH FLOWS WERE SUFFICIENT TO MEET ITS DEBT SERVICE
REQUIREMENTS. IN ADDITION MANAGEMENT BASED ITS ANALYSIS OF THE SIXTH BULLET
POINT OF PARAGRAPH 9 ON NPAMLP'S HISTORY OF SUCCESSFULLY REFINANCING THE THIRD
PARTY UNDERLYING INDEBTEDNESS WITH VARIOUS CREDITORS.

FINALLY, MANAGEMENT RESPECTFULLY DISAGREES WITH THE STAFF'S COMMENT THAT
PROPERTY SALES ARE "DEPENDENT" ON NPAEP'S FORGIVENESS OF A PORTION OF THE WRAP
MORTGAGE. A SALE IS DEPENDENT ON THE RELEASE OF THE LIEN (WHICH NPAEP IS LEGALLY
OBLIGATED TO DO), BUT NOT ON THE FORGI