SecProbe.io

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March 15, 2005

Via U.S. Mail

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

RE:	The Newkirk Master Limited Partnership
      Amended Schedule TO-I filed March 8, 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 your response to prior comment 1 and do not agree with
your analysis and conclusion.  Please provide your analysis
regarding the applicability of Instruction K (1) to Schedule TO
to the members of the Newkirk Group who own approximately 80% of
the limited partnership interests and who control the general
partner of the partnership.

Offer to Purchase

Incorporation by Reference - Page 10

2. We note your response to prior comment 8.  Advise us whether or
not financial statements of the issuer, and any additional
offerors, are material.  It remains the staff`s position, as
reflected in the telephone interpretation to which we have previously
referred, that an offeror must disclose and disseminate the summarized
financial information required by Item 1010(c) of Regulation M-A to the
extent the offeror has determined financial statements to be material
in the context of the offer but has elected to incorporate such financial
statements by reference.

Background of the Transaction - Page 14

3. We note your response to comment 9, and previously understood
that the existing disclosure had addressed the net asset valuation of
the units.  Our comment, however, sought to address the determination
of the $42.50 price per unit you are willing to pay.  Please revise
to disclose the valuation methodologies used in deciding the amount
of consideration offered.

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.

      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

cc: Mark Fisher, Esq. (via fax: (212) 935-8405)

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