FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549




              Quarterly Report under Section 13 or 15(d)
                of the Securities Exchange Act of 1934




For the quarter ended March 31, 2010       Commission file #0-13545



                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
        (Exact name of registrant as specified in its charter)




             Illinois                           36-3265541
      (State of organization)   (I.R.S. Employer Identification No.)



900 N. Michigan Ave., Chicago, Illinois              60611
(Address of principal executive office)           (Zip Code)




Registrant's telephone number, including area code  312-915-1987





Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") during the preceding 12 months (or for such a
shorter period that registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X ]   No [   ]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act.

   Large accelerated filer [   ]       Accelerated filer          [   ]
   Non-accelerated filer   [   ]       Smaller reporting company  [ X ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes [   ]   No [ X ]





<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


Item 1.    Financial Statements . . . . . . . . . . . . . . .     3


Item 2.    Management's Discussion and
           Analysis of Financial Condition and
           Results of Operations. . . . . . . . . . . . . . .     8


Item 4T.   Controls and Procedures. . . . . . . . . . . . . .    10



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    11


Item 1A.   Risk Factors . . . . . . . . . . . . . . . . . . .    11


Item 6.    Exhibits . . . . . . . . . . . . . . . . . . . . .    11



SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . .    12



<PAGE>


PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                      CONSOLIDATED BALANCE SHEETS

                 MARCH 31, 2010 AND DECEMBER 31, 2009


                                ASSETS
                                ------

                                          MARCH 31,
                                            2010        DECEMBER 31,
                                         (UNAUDITED)       2009
                                        ------------    ------------
Current assets:
  Cash and cash equivalents . . . . .   $      5,983          12,281
                                        ------------    ------------
          Total assets. . . . . . . .   $      5,983          12,281
                                        ============    ============


         LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
         -----------------------------------------------------

Current liabilities:
  Accounts payable. . . . . . . . . .   $     93,611          27,026
  Demand note payable to an affiliate,
    including accrued interest of
    $2,069,043 at March 31, 2010
    and $1,999,386 at December 31,
    2009. . . . . . . . . . . . . . .      6,728,327       6,638,670
                                        ------------    ------------
Commitments and contingencies

          Total liabilities . . . . .      6,821,938       6,665,696

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . .     26,664,247      26,664,247
    Cumulative cash distributions . .       (480,000)       (480,000)
    Cumulative net losses . . . . . .    (10,977,480)    (10,967,728)
                                        ------------    ------------
                                          15,206,767      15,216,519
                                        ------------    ------------
  Limited partners (937 interests at
   March 31, 2010 and December 31,
   2009):
    Capital contributions,
      net of offering costs . . . . .    113,057,394     113,057,394
    Cumulative cash distributions . .     (7,520,000)     (7,520,000)
    Cumulative net losses . . . . . .   (127,560,116)   (127,407,328)
                                        ------------    ------------
                                         (22,022,722)    (21,869,934)
                                        ------------    ------------
          Total partners' capital
            accounts (deficits) . . .     (6,815,955)     (6,653,415)
                                        ------------    ------------
                                        $      5,983          12,281
                                        ============    ============




     See accompanying notes to consolidated financial statements.


<PAGE>


                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                 CONSOLIDATED STATEMENTS OF OPERATIONS

              THREE MONTHS ENDED MARCH 31, 2010 AND 2009
                              (UNAUDITED)



                                                  2010       2009
                                               ---------   --------

Expenses:
  Interest. . . . . . . . . . . . . . . . . .  $  69,657     64,355
  Professional services . . . . . . . . . . .     71,510     70,491
  General and administrative. . . . . . . . .     21,373     33,223
                                               ---------   --------
                                                 162,540    168,069
                                               ---------   --------

      Net loss. . . . . . . . . . . . . . . .  $(162,540)  (168,069)
                                               =========   ========

      Net loss per limited partnership
        interest. . . . . . . . . . . . . . .  $    (163)      (168)
                                               =========   ========








































     See accompanying notes to consolidated financial statements.


<PAGE>


                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

              THREE MONTHS ENDED MARCH 31, 2010 AND 2009
                              (UNAUDITED)



                                              2010          2009
                                           ----------    ----------

Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . .    $ (162,540)     (168,069)
  Items not requiring (providing) cash:
  Changes in:
    Accounts payable. . . . . . . . . .        66,585        62,167
    Interest payable to affiliate . . .        69,657        64,355
                                           ----------    ----------

          Net cash used in
            operating activities. . . .       (26,298)      (41,547)
                                           ----------    ----------

Cash flows from financing activities:
  Fundings of demand note payable . . .        20,000        35,000
                                           ----------    ----------
          Net cash provided by
            financing activities. . . .        20,000        35,000
                                           ----------    ----------

          Net decrease in cash. . . . .        (6,298)       (6,547)

          Cash and cash equivalents,
            beginning of period . . . .        12,281        12,112
                                           ----------    ----------

          Cash and cash equivalents,
            end of period . . . . . . .    $    5,983         5,565
                                           ==========    ==========


























     See accompanying notes to consolidated financial statements.


<PAGE>


                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        MARCH 31, 2010 AND 2009
                              (UNAUDITED)


GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2009,
which are included in the Partnership's 2009 Annual Report on Form 10-K
(File No. 0-13545) filed on March 26, 2010, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.  Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 2009 Annual Report on Form 10-K.

     JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), through JMB
245 Park Avenue Holding Company, LLC ("245 Park Holding"), owns an
approximate .5% general partner interest in Brookfield Financial
Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties,
L.P.  The ownership is represented by 567.375 Class A Units.  BFP, LP is a
limited partnership that holds equity investments in commercial office
buildings, certain of which are owned subject to ground leases of the
underlying land.  Business activities consist primarily of rentals to a
variety of commercial tenants and the ultimate sale or disposition of such
real estate.  245 Park Holding is a limited liability company in which the
Partnership is a 99% member and BFP Property GP Corp. ("BFP GP"), which is
an affiliate of the managing general partner of BFP, LP, is a 1% member.
The accompanying consolidated financial statements include the accounts of
the Partnership and its majority-owned limited liability company, 245 Park
Holding.  The effect of all transactions between the Partnership and its
consolidated venture has been eliminated.

     Because the Partnership has no future funding obligations to BFP, LP,
has not received distributions from BFP, LP, has no indication from BFP, LP
that it intends to make distributions in the future, has no influence or
control over the day-to-day affairs of BFP, LP, and its investment in BFP,
LP has been reduced to less than 1%, the Partnership discontinued the
application of the equity method of accounting, recorded its investment at
zero and no longer recognizes its share of earnings or losses from BFP, LP.

     The preparation of financial statements in accordance with U.S.
generally accepted accounting principles requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from
these estimates.

     The Partnership's future liquidity and ability to continue as a going
concern is dependent upon additional cash advances from JMB Realty
Corporation ("JMB") and there is no assurance that such advances will be
made.  JMB's advances, as well as consolidated balances from prior notes,
are evidenced by a demand note (the "Demand Note"), dated December 1, 2004,
which Demand Note is secured by the Partnership's indirect interest in BFP,
LP.  JMB is under no obligation to make further advances and has the right
to require repayment of the Demand Note together with accrued and unpaid
interest at any time.

     The Partnership has evaluated subsequent events as part of the
quarterly report filed on Form 10-Q for the period ended March 31, 2010.


<PAGE>


RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 2009, the FASB issued guidance related to variable interest
entities, to eliminate certain scope exceptions previously permitted,
provide additional guidance for determining whether an entity is a variable
interest entity, and require companies to more frequently reassess whether
they must consolidate variable interest entities.  The guidance also
replaces the quantitative approach to determining the primary beneficiary
of a variable interest entity with a requirement for an enterprise to
perform a qualitative analysis to determine whether the enterprise's
variable interest or interests give it a controlling financial interest in
a variable interest entity.  The guidance is effective for periods
beginning after November 15, 2009.  Upon adoption, the Partnership
evaluated its interest in BFP, LP in light of the amendments described
above.  Based on the evaluation, the Partnership concluded that
consolidation of the entity is not required.


TRANSACTIONS WITH AFFILIATES

     The operations of the Partnership since 2004 have been funded
entirely by cash advances from JMB which totaled $1,177,000 as of March 31,
2010 ($20,000 of which was funded during the three months ended March 31,
2010) and which, together with the amount owed and rolled over from prior
notes, are evidenced by the Demand Note.  Additional cash advances totaling
$50,000 were made by JMB under the Demand Note in April 2010.  The Demand
Note, which had an outstanding balance of unpaid principal and accrued
interest at March 31, 2010 of $6,728,327, accrues interest at prime plus 1
percent, with interest compounded quarterly and included in principal, and
is secured by the Partnership's indirect interest in BFP, LP.  JMB is under
no obligation to make further advances and has the right to require
repayment of the Demand Note together with accrued and unpaid interest at
any time.

     In accordance with the Partnership Agreement, the Corporate General
Partner and its affiliates are entitled to receive payment or reimbursement
for direct expenses and out-of-pocket expenses related to the
administration of the Partnership and operation of the Partnership's real
property investment.  Additionally, the Corporate General Partner and its
affiliates are entitled to reimbursements for portfolio management, legal
and accounting services.  The Partnership incurred costs of $5,000 and
$1,500 for the three months ended March 31, 2010 and 2009, respectively,
for these services.  The Partnership owed the Corporate General Partner and
its affiliates $14,000 for these services at March 31, 2010.

     Any reimbursable amounts currently payable to the General Partners
and their affiliates do not bear interest.

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying financial statements as of March 31, 2010 and
for the three months ended March 31, 2010 and 2009.





<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     Capitalized terms used herein but not defined have the same meanings
as in the Partnership's 2009 Annual Report on Form 10-K.

     The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional cash advances from JMB and there is
no assurance that such advances will continue to be made.  The operations
of the Partnership since 2004 have been funded entirely by cash advances
from JMB which totaled $1,177,000 as of March 31, 2010 ($20,000 of which
was funded during the three months ended March 31, 2010) and which,
together with the amount owed and rolled over from prior notes, are
evidenced by the Demand Note.  Additional cash advances totaling $50,000
were made by JMB under the Demand Note in April 2010.  The Demand Note,
which had an outstanding balance of unpaid principal and accrued interest
at March 31, 2010 of $6,728,327, accrues interest at prime plus 1 percent,
with interest compounded quarterly and included in principal, and is
secured by the Partnership's indirect interest in BFP, LP.  JMB is under no
obligation to make further advances and has the right to require repayment
of advances previously made together with accrued and unpaid interest at
any time.

     BFP, LP has the right to sell the 245 Park Avenue property and any of
its other assets without the consent of the Partnership.  Under certain
circumstances, the Partnership may have obligations for Federal or state
withholding or estimated tax payments on behalf of certain Holders of
Interests.  Notwithstanding any such obligations, the Partnership believes
that the Holders of Interests have the ultimate responsibility for the
timely filing of state and Federal tax returns and the payment of all
related taxes, including the reimbursement to the Partnership of all
withholding tax payments or estimated tax payments made on their behalf.

     The Partnership holds, through 245 Park Holding, an approximate .5%
interest in BFP, LP.  Persons who are interested in obtaining information
concerning BFP, LP should be aware that Brookfield Properties Corporation
("BPC") files periodic reports and other information, which includes
information about BFP, LP and its assets and operations, with the U.S.
Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934.  BPC's filings with the SEC are available to the
public through the SEC's Electronic Data Gathering, Analysis and Retrieval
system accessible through the SEC's web site at http://www.sec.gov.
Interested persons also may read and copy any report, statement or other
information that BPC has filed with the SEC at its Public Reference Room,
450 Fifth Street, N.W., Washington, D.C. 20549, or may call the SEC for
more information on obtaining information from the SEC's public reference
rooms.  This description is provided for informational purposes only.  The
Partnership does not prepare, and is not responsible for the preparation
of, any of BPC's reports or other information it files with the SEC
including, but not limited to, those concerning the business and financial
results of BFP, LP.  Those reports and other information are not intended
to be incorporated by reference into this report on Form 10-Q, and the
Partnership has no responsibility for the accuracy of any information
included in BPC's reports or other information.



<PAGE>


     BFP, LP has a substantial amount of indebtedness outstanding. Any
proceeds from the sale of the buildings in which BFP, LP has an interest
would be first applied to repayment of the mortgage and other indebtedness
of BFP, LP.  In any event, any net proceeds obtained by the Partnership
could then be available to satisfy the Demand Note (previously discussed).
Only after such applications would any remaining proceeds be available to
be distributed to the Holders of Interests.  Similarly, in the event of a
sale or other disposition of the Retained Interest (including a
redemption), the Partnership's share of the proceeds of such sale or
disposition would first be available to satisfy the Demand Note.  Only
after such application would remaining proceeds, if any, be available to be
distributed to the Holders of Interests.

     The outstanding balance of the Demand Note at March 31, 2010 is
approximately $6.73 million and such Demand Note continues to accrue
interest and be increased in principal amount by additional advances from
JMB.  As such amount exceeds the minimum proceeds payable to the
Partnership under the amended limited partnership agreement of BFP, LP and
is only, at March 31, 2010, approximately $753,000 less than the maximum
amount so payable, it is unlikely that the Holders of Interests ever will
receive any further significant distributions from the Partnership.
However, it is expected that Holders of Interests will be allocated a
substantial amount of additional gain for Federal and state income tax
purposes as a result of transactions which may occur over the remaining
term of the Partnership.  These transactions include (i) a sale or other
disposition of the 245 Park Avenue property or other properties in which
BFP, LP owns an interest; (ii) a sale or other disposition of the
Partnership's interest in BFP, LP (including a redemption of the Retained
Interest); or (iii) a significant reduction in the indebtedness of the 245
Park Avenue property or other indebtedness of the Partnership for Federal
and state income tax purposes.  Moreover, none of these transactions is
expected to result in Holders of Interests receiving any significant cash
distributions.  The amount of gain for Federal and state income tax
purposes to be allocated to a Holder of Interests over the remaining term
of the Partnership is expected to be, at a minimum, equal to all or most of
the amount of such Holder's deficit capital account for tax purposes.  Such
gain may be offset by suspended losses from prior years (if any) that have
been allocated to the Holder of Interests.  The actual tax liability of
each Holder of Interests will depend on such Holder's own tax situation.

RESULTS OF OPERATIONS

     The operations of the Partnership since 2004 have been funded
entirely by cash advances from JMB which totaled $1,177,000 as of March 31,
2010 ($20,000 of which was funded during the three months ended March 31,
2010) and which, together with the amount owed and rolled over from prior
notes, are evidenced by the Demand Note at March 31, 2010.

     The increase in accounts payable at March 31, 2010 as compared to
December 31, 2009 is due primarily to unpaid professional fees for year
ended 2009 tax and audit services.

     The increase in demand note payable to an affiliate at March 31, 2010
as compared to December 31, 2009 is due to fundings totaling $20,000 and
interest of approximately $70,000 added to the principal in 2010.

     The increase in interest expense for the three months ended March 31,
2010 as compared to the three months ended March 31, 2009 is due to
additional fundings under the Demand Note.

     The decrease in general and administrative expenses for the three
months ended March 31, 2010 as compared to the year-ago period is due
primarily to a decrease in costs for accounting services.




<PAGE>


ITEM 4T.  CONTROLS AND PROCEDURES

     Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15(e)
of the Securities Exchange Act of 1934 promulgated thereunder, the
principal executive officer and the principal financial officer of the
Partnership have evaluated the effectiveness of the Partnership's
disclosure controls and procedures as of the end of the period covered by
this report.  Based on such evaluation, the principal executive officer and
the principal financial officer have concluded that the Partnership's
disclosure controls and procedures were effective as of the end of the
period covered by this report to ensure that information required to be
disclosed in this report was recorded, processed, summarized and reported
within the time period specified in the applicable rules and form of the
Securities and Exchange Commission for this report.  The Partnership's
disclosure controls and procedures do not include the disclosure controls
and procedures of BFP, LP, which the Partnership has no ability to control.




<PAGE>


PART II.  OTHER INFORMATION


     ITEM 1.  LEGAL PROCEEDINGS

     The Partnership is not subject to any material pending legal
proceedings.


     ITEM 1A. RISK FACTORS

     There has been no known material changes from risk factors as
previously disclosed in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 2009.


     ITEM 6.  EXHIBITS

     (a)   Exhibits.

           3.1.  Amended and Restated Agreement of Limited Partnership of
                 the Partnership is hereby incorporated herein by
                 reference to the Partnership's Report for June 30, 2002
                 on Form 10-Q (File No. 0-13545) dated August 21, 2002.

           3.2.  Amendment to the Amended and Restated Agreement of
                 Limited Partnership of JMB/245 Park Avenue Associates,
                 Ltd. by and between JMB Park Avenue, Inc. and Park
                 Associates, L.P. dated January 1, 1994 is hereby
                 incorporated herein by reference to Exhibit 3-B to the
                 Partnership's Report for March 31, 1995 on Form 10-Q
                 (File No. 0-13545) dated May 11, 1995.

           4.1   Security Agreement, dated May 7, 2001, by JMB/245 Park
                 Avenue Associates, Ltd. in favor of JMB Realty
                 Corporation is hereby incorporated herein by reference
                 to the Partnership's Report for September 30, 2004 on
                 Form 10-Q (File No. 0-13545) dated November 10, 2004.

           4.2   Promissory Note, payable on demand, dated December 1,
                 2004, in the original amount of $172,000, is hereby
                 incorporated herein by reference to the Partnership's
                 Report for December 1, 2004 on Form 8-K (File
                 No. 0-13545), dated December 7, 2004.

           31.1. Certification of Chief Executive Officer Pursuant
                 to Rule 13a-14(a)/15d-14(a) of the Securities and
                 Exchange Act of 1934, as amended, is filed herewith.

           31.2. Certification of Chief Financial Officer Pursuant
                 to Rule 13a-14(a)/15d-14(a) of the Securities and
                 Exchange Act of 1934, as amended, is filed herewith.

           32.   Certifications pursuant to 18 U.S.C. Section 1350, as
                 adopted pursuant to Section 906 of the Sarbanes-Oxley
                 Act of 2002 are furnished herewith.


<PAGE>


                              SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                      JMB/245 PARK AVENUE ASSOCIATES, LTD.

                      BY:   JMB Park Avenue, Inc.
                            Corporate General Partner


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Vice President
                      Date: May 11, 2010


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacities
and on the date indicated.


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Chief Financial Officer
                            and Principal Accounting Officer
                      Date: May 11, 2010