March 22, 2005

BY FEDERAL EXPRESS AND FACSIMILE (202) 942-9585

Securities and Exchange Commission
500 North Capital Street
Washington, D.C. 20549
Attention: Daniel F. Duchovny

      Re:   The Newkirk Master Limited Partnership-
            Supplemental Response Letter dated March 21, 2005 re: Amended
            Schedule TO-I filed March 8, 2005
            File No. 005-79560
            --------------------------------------------------------------------

Gentlemen:

      We are responding on behalf of The Newkirk Master Limited Partnership (the
"Partnership"), to your letter of comment dated March 22, 2005 and our telephone
conversation on the same date, with respect to the above-referenced filing.

      In response for your request for information about the Partnership's
general partner, the general partner is MLP GP LLC, a Delaware limited liability
company. The general partner is 50% owned (indirectly) by executive officers of
Winthrop Financial Associates, A California Limited Partnership and 50% owned by
an affiliate of Vornado Realty Trust. Neither Apollo Real Estate Fund III nor
any entities controlled by it have any interest in the general partner. As
disclosed in the Partnerships previous form Form 10 filings and Annual Reports
on Form 10-K, MLP GP LLC has no assets, liabilities or equity and does not have
an equity interest in the Partnership. Pursuant to the Partnership's agreement
of limited partnership, MLP GP LLC can be removed as general partner, with or
without cause, by a vote of limited partners owning at least a majority of the
units. The manager of the general partner is Newkirk MLP Corp. Newkirk MLP Corp.
can be removed as manager of the general partner by vote of the two members of
the general partner (see above). Winthrop Financial Associates provides the
services of the executive officers of Newkirk MLP Corp. to perform asset
management services to the Partnership. Winthrop Financial Associates receives
an annual fee from the Partnership for providing such services. The executive
officers of Newkirk MLP Corp. are compensated directly by Winthrop Financial
Associates. WEM-Brynmawr Associates, LLC, the sole shareholder of Newkirk MLP
Corp., designates and has the authority to remove the members of Newkirk MLP
Corp's management.



Securities and Exchange Commission
March 22, 2005
Page 2

      As we've discussed, we respectfully disagree with the Staff's contention
that affiliates of an issuer that makes a tender offer subject to Rule 13e-4 can
themselves be offerors or bidders under Rule 14d-1 with respect to the same
offer. We believe that it is clear from the currently applicable statutes,
regulations and interpretations that an issuer tender offer that is subject to
Rule 13e-4 will not be subject to Rule 14d-1, and vice-versa. We note in
particular Rule 13e-4(h) which explicitly states that "[t]his rule shall not
apply to...[a]ny tender offer which is subject to Section 14(d) of the Act "
(See Rule 13e-4(h)(4)). Likewise, we note Section 14(d)(8)(B) which states that
the provisions of Section 14(d) do not apply to "any offer for, or request or
invitation for tenders of, any security....[b]y the issuer of such security." In
fact, while the Commission's release adopting Rule 13e-4 (Exchange Act Release
No. 16112, August 16, 1979) makes clear that tenders offers covered by Rule
13e-4 continue to be subject to other relevant anti-fraud provisions of federal
securities laws, such as "Section 10(b) and Rule 10b-5 thereunder and Section
14(e)" (See note 26), nowhere in the Release is it stated or implied that
Section 14(d) or the rules thereunder would apply to an issuer tender offer that
is subject to 13e-4. On the contrary, the Release clearly implies that Section
14(d) would not be applicable to third party tender offers.

      Finally, even assuming arguendo, that Section 14(d) and the rules
thereunder could apply to affiliates of an issuer that makes a tender offer
already governed under Rule 13e-4 (and as discussed above, we do not believe
that to be the case), the current offer would still be exempt from Section 14(d)
due to the de minimus exemption provided by Rule 14(d)(8)(A), which provides, in
relevant part:

      "The provisions of this subsection shall not apply to any offer for, or
      request or invitation for tenders of, any security:

      (A)   If the acquisition of such security, together with all other
            acquisitions by the same person of securities of the same class
            during the preceding 12 months, would not exceed two per centum of
            that class;"

In this regard, please note that the 99,455 units sought in the offer, together
with all units purchased by the Partnership within the 12 months preceding the
commencement of the offer, constitute less than 2% of the outstanding units.

Please call me at (212) 940-6348 should you have any further questions.

Sincerely yours,


/s/ Elliot Press
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Elliot Press