SecProbe.io

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March 18, 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
      Supplemental Response Letter dated March 16, 2005 re:
	Amended Schedule TO-I
      Filed March 8, 2005
      File No. 005-79560

Ladies and Gentlemen:

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

Cover Page of Schedule TO-I

1. Refer to your two responses to both of our prior comments 1.
Advise us of the matters upon which limited partners are entitled
to vote under the limited partnership agreement.  In addition, we
note that affiliates of Apollo Real Estate Fund III, executive
officers of Winthrop Financial Associates and affiliates of Vornado
Realty Trust own and control the general partner of your partnership
(page 12 of your offer).  It appears that these parties, by virtue of
their direct and indirect control of your general partner, would play a
significant role in initiating, structuring and negotiating the
offer, and generally control the terms of the offer.  We also note
that, while these parties will not directly own the units
purchased in connection with the offer, the percentage of beneficial
ownership of units held in your partnership by these parties will
increase as a result of the tender offer.  As a result, it appears
that these parties need to be identified as offerors in the tender
offer.  Refer to Instruction K (1) to Schedule TO.  Finally, note that
these parties are required to file a Schedule TO-T to the extent they
are determined to be third party offerors and the issuer would need
to file a corresponding Schedule 14D-9.

Closing Information

      Please amend your filing promptly to comply with our
comment. If you do not agree with the comment, please tell us why in
your response.  If the information you provide in response to our
comment 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 this comment, 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: Elliot Press, Esq. (via fax: (212) 940-6621)

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