June 30, 2005


Mail Stop 4561

VIA U.S. MAIL AND FAX (215) 790-4732

Mr. David A. Simon
Vice President and Chief Financial Officer
EBL&S Property Management, Inc.
230 South Broad Street, Mezzanine Level
Philadelphia, PA  19102

      Re:	National Property Analysts Master Limited Partnership
      Form 10-K for the year ended December 31, 2004
      Filed March 31, 2005
      File No. 000-24816

Dear Mr. Simon:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements and Notes

Note 5, Major Tenant, page F-9
1. We note that you entered into an agreement to sell the Bowling
Green property in October 2004 and that the sale is expected close
in
the second quarter of 2005.  Please tell us how you considered
paragraphs 30 and 43 of SFAS 144 for discontinued operations
reporting related to this disposition.

Note 6, Impairment or Disposal of Long-Lived Assets, page F-10
2. We note that gains recognized on property sales referenced here
and the 2002 sales referenced in Note 5 on page F-9 include the
forgiveness of your wraparound mortgages with respect to each
property.  We also note on page F-8 that NPAEP and PVPG
collectively
own 97% of the outstanding balance of the wraparound mortgages.
Please explain to us in sufficient detail the circumstances in
which
you and the holder of the wraparound mortgage are released from
all
liability under the wraparound mortgage and third-party underlying
mortgage obligation.  For instance, did the buyer in each of these
transactions assume the underlying mortgage obligation?  In
addition,
please advise us of any related party relationship with the
buyer(s).
3. Please explain to us the principle differences in the amounts
disclosed as the net gain on property dispositions referenced here
and amounts disclosed as forgiveness of wraparound mortgages in
Note
9 on page F-11 compared to amounts reported in your statement of
operations for each of the years ended December 31, 2004, 2003 and
2002.

Note 7, Ground Leases / Finance Lease Obligation, pages F-10 - F-
11
4. We note the terms of your 1991 sale-leaseback transaction
provide
that "title to the buildings will be conveyed to the buyer with no
additional consideration and any amounts still outstanding under
the
respective wraparound mortgages will remain the liability of
NPAMLP."
In light of this provision, please tell us the lender of each of
the
wraparound mortgages and explain the circumstances under which
this
debt was forgiven during 2002 and 2004.  In addition, please cite
the
relevant accounting literature that you rely on to support gain
recognition.

Note 9, Wraparound Mortgages, page F-11

5. Your disclosure indicates you refinanced the underlying
mortgage
on Lake Mary at discounted terms, resulting in a gain on
forgiveness
of debt of $2.2 million.  Please tell us the lender of the
underlying
mortgage and summarize the relevant terms of this refinancing and
how
it resulted in the forgiveness of debt.  In addition, please
support
your basis in accounting for gain recognition and how you
considered
paragraphs 16-18 of SFAS 15 and EITF 02-4.

6. Please tell us the amount of the unamortized discount of the
Lake
Mary wraparound mortgage prior to refinancing the underlying
mortgage
and how you accounted for this discount subsequent to
modification.
In your response, tell us how you evaluated this modification
under
EITF 96-19 to determine whether the modification was substantial.

Note 15, Future Interest Agreement, page F-13 and F-14
7. We note that you modified the terms of your wraparound
mortgages
held by NPAEP and PVPG effective January 2003.  We also note on
page
23 that you expect to realize significant reductions in interest
that
you would have been obligated to pay under the original agreement.
Please explain to us in sufficient how you evaluated this
modification under EITF 96-19 to determine whether the
modification
was substantial.

Item 9(a), Controls and Procedures, page 24

8. Please revise Item 9(a) to state whether you evaluated the
effectiveness of disclosure controls and procedures as of the end
of
the period as required by Item 307 of Regulation S-K.


*  *  *  *

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	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 company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company 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 filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions.

								Sincerely,



      Steven Jacobs
      Accounting Branch Chief

??

??

??

??

Mr. David A. Simon
National Property Analysts Master Limited Partnership
June 30, 2005
Page 1