SecProbe.io

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December 8, 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 issues raised in the conference call that
occurred on November 17, 2005 between members of the staff and management of
NPAMLP. Specifically, you requested further clarification of the November 2,
2005 response of NPAMLP to Item 3 (c) in the staff's October 19, 2005 letter and
an explanation of how management of NPAMLP determined that a revision of the
calculation of the amortization of the discount on the wrap mortgage
indebtedness on the Lake Mary property was not material to the financial
statements of NPAMLP for the year ended December 31, 2004, taken as a whole.

As noted in our November 2 response to item 3 (c), the imputed interest
calculation on the wrap mortgage indebtedness on the Lake Mary property was not
revised to account for the additional balloon payments on the indebtedness
related to the properties acquired to complete a tax deferred exchange
transaction. Consequently, in order to fully amortize by 2013, the wrap mortgage
discount requires a $5.8 million "balloon" in 2013, the year that the wrap
mortgage matures.

Although NPAMLP's amortization of the Lake Mary discount may not have been fully
consistent

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with the interest method, we concluded that a "correction" would not be material
to the financial statements taken as a whole. Our conclusion was based on both a
quantitative and qualitative analysis of the transaction.

On a quantitative basis, we determined that if the "balloon" interest were to be
amortized on a straight-line basis over the life of the wrap mortgage, there
would have been a potential annual understatement of interest expense of
approximately $300,000. This amount represents approximately 3.6% and 2%,
respectively, of the average annual operating losses and annual interest expense
reported by NPAMLP since 1996. In addition, since the average year end balance
of the aggregate wrap mortgage indebtedness, net of discounts, for the same
period was approximately $146 million, there would be no material change to the
balance sheet. Accordingly, we concluded that the difference was not material to
the financial statements.

Our conclusion was also based on a qualitative analysis as well. That analysis
included, but was not limited to, the following factors; (1) there is no trading
market for the limited partnership units of NPAMLP (they can be transferred only
upon the death of the limited partner or by operation of law) and accordingly,
the results of operations of NPAMLP do not have any effect on the value of a
limited partnership unit; (2) the re-amortization of the discount would not have
changed the operating results from any year of operation i.e. from income to
loss or affected any trend in the losses actually reported; and (3) the
re-amortization would not affect the tax basis financial statements of NPAMLP or
the individual capital accounts of the limited partners.

Based on the above, management concluded that the financial statements of NPAMLP
for the year ended December 31, 2004 did not require a re-statement.

NPAMLP understands that it is responsible for the adequacy and accuracy of the
disclosure in its filings. NPAMLP acknowledges that staff comments or changes to
disclosure in response to staff comments do not foreclose the Securities and
Exchange Commission (the "Commission") from taking any action with respect to
the filings of NPAMLP and that NPAMLP may not assert staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

                                              Sincerely,

                                              /s/ David Simon
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                                              David Simon
                                              Vice President

cc:   Peter Fridirici, Esquire
      Asher & Company, Ltd.

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