EXHIBIT 31.2
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         CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
           PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a)
      OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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I, Gailen J. Hull, certify that:

1.   I have reviewed this report on Form 10-Q of JMB/245 Park Avenue
     Associates, Ltd. for the period ended June 30, 2004;

2.   Based on my knowledge, this report does not contain any untrue
     statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in
     this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
     registrant and have:

     a)   Designed such disclosure controls and procedures, or caused
          such disclosure controls and procedures to be designed under
          our supervision, to ensure that material information relating
          to the registrant, including its consolidated subsidiaries, is
          made known to us by others within those entities, particularly
          during the period in which this report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls
          and procedures, as of the end of the period covered by this
          report based on such evaluation; and

     c)   Disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred during
          the registrant's most recent fiscal quarter (the registrant's
          fourth fiscal quarter in the case of an annual report) that has
          materially affected, or is reasonably likely to materially
          affect, the registrant's internal control over financial
          reporting; and

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation of internal control over
     financial reporting, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons
     performing the equivalent functions):

     a)   All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect the
          registrant's ability to record, process, summarize and report
          financial information; and

     b)   Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal control over financial reporting.

Date:August 13, 2004
                         /s/ Gailen J. Hull
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                         Principal Accounting Officer