SecProbe.io

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March 1, 2005

Via Facsimile (617) 742-4643 and U.S. Mail

Carolyn Tiffany
The Newkirk Master Limited Partnership
7 Bullfinch Place, Suite 500
Boston, MA  02114

RE:	The Newkirk Master Limited Partnership
      Schedule TO-I filed February 22, 2005
      File No. 005-79560

Ladies and Gentlemen:

      We have the following comments on the above-referenced
filing.

Cover Page of Schedule TO-I

1. We note that members of the Newkirk Group own and control the
general partner of the partnership (see page 12 of your offer
document).  The definition of "offeror" includes not only the
purchaser of securities in the offer, but also any person or
entity on whose behalf the offer is made (see Instruction K (1)
to Schedule TO).   Please advise us why Mr. Ashner, the Apollo
Real Estate limited partnerships (listed in section 10 of your
Offer to Purchase), Vornado Realty Trust and your executive officers
and directors have not also been identified as offerors in this tender
offer.  Before drafting your response, please review "Identifying
the Bidder in a Tender Offer" in the Division of Corporation Finance`s
Current Issues and Rulemaking Projects Outline, available on our
web site at www.sec.gov for general guidance.  Any new offerors in the
tender offer must ensure that they independently satisfy the
timing, signatory and dissemination requirements of Schedule TO.

Offer to Purchase

Cover Page

2. We note that the offer price may be reduced due to
Distributions made between the date of the offer and its expiration
date.  Please clarify here that if such a distribution occurs and
the offer price is reduced, you will extend the tender offer for an
appropriate number of days as provided by Rule 14e-1(b).  See Section
III.B.1 of Exchange Act Release No. 34-43069 (July 24, 2000).

Risk Factors - Page 4

3. Please revise to include a discussion of all of the material
risks of the transaction.  For example, you should disclose, if present,
any potential risks associated with the lack of an independent
agent, such as a depositary, to hold tendered units until payment.
See Section III.B.1 of Release No. 34-43069 for guidance.

The Tender Offer

Proration; Acceptance for Payment and Payment for Units - Page 5

4. Please clarify the adjustments you expect to make to avoid
purchases of fractional units.

5. Please revise the language that states that you will pay for
units tendered "as promptly as practicable" to state that you will
make such payments "promptly" as required by Rule 13e-4(f)(5).

6. Disclose the originally anticipated legal termination date of
the partnership as described in the partnership agreement.

Future Plans - Page 11

7. Please revise your disclosure to state, if true, that you and
your affiliates have no current intention to acquire additional
units. Also, on a supplemental basis, please confirm, if true, that
neither you nor any of your affiliates are making this offer with a
view toward, or in connection with, any plan or purpose of acquiring
units in a series of successive and periodic offers (whether or not
at increasing prices) in order to acquire units over time at the
lowest possible price at which unit holders are willing to sell.

Incorporation by Reference, page 10

8. It appears that certain financial information has been
incorporated by reference to satisfy Item 10 of Schedule TO.
Please provide complete summarized financial information as required
by Instruction 6 to Item 10 of Schedule TO.  Disseminate by mail that
information to security holders.  Refer to telephone interpretation H.7
in the July 2001 supplement to our "Manual of Publicly Available
Telephone Interpretations" that is available on the Commission`s
website at http://www.sec.gov  for additional guidance.

Background of the Transaction - Page 14

9. Your disclosure currently notes that the price offered is that
which you are willing to pay for the units.  Provide a more
precise description of the method underlying the calculation of the
offer price, including any assumptions made, and quantify the
calculations where practicable.  We believe that unit holders need
to know what valuation methodologies were used in deciding the amount
of the consideration offered.  See Section III.B.1 of Release No.
34-43069.

10. Please provide disclosure regarding the conflicts of interest
present in your structuring of the offer and the determination of
the offered price.  See Section III.B.1 of Release No. 34-43069.

Closing Information

      Please amend your filing promptly to comply with our
comments. If you do not agree with a comment, please tell us why in
your response.  If the information you provide in response to our
comments materially changes the information that you have already
provided to unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need to be sent to unit holders.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the bidder is in possession of all
facts relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the offeror(s) acknowledging that:

* the offeror(s) is (are) responsible for the adequacy and
accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the offeror(s) 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.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 942-2962 or, in
my absence, to Nicholas Panos, Special Counsel, at (202) 942-2920.
You may also contact me via facsimile at (202) 942-9585.  Please send
all correspondence to us at the following ZIP code: 20549-0306.

						Sincerely,

						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers & Acquisitions

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