SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549



                                   FORM 10-Q/A

                                 AMENDMENT NO. 1




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




Commission File No. 0-13545            IRS Employer Identification
                                             No. 36-3265541




     The undersigned registrant hereby amends the following section of its
Report for the quarter ended September 30, 2000 on Form 10-Q as set forth
in the pages attached hereto:


                          ITEM 1.  FINANCIAL STATEMENTS

                                Pages 3 through 8


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

                                 Pages 9 and 10


                   ITEM 3. DEFAULTS UPON SENIOR SECURITIES

                                    Page 10


     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



Dated:  December 11, 2000


<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                           CONSOLIDATED BALANCE SHEETS

                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)

                                     ASSETS
                                     ------
                                               SEPTEMBER 30,        DECEMBER 31,
                                                   2000                1999
                                               -------------        -----------
Current assets:
  Cash. . . . . . . . . . . . . . . . . . .     $    418,268            135,664
  Other current assets. . . . . . . . . . .           56,350             71,426
                                                ------------       ------------
          Total assets. . . . . . . . . . .     $    474,618            207,090
                                                ============       ============

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

Current liabilities:
  Accounts payable. . . . . . . . . . . . .     $     38,427             38,290
  Deferred interest payable to
    affiliate . . . . . . . . . . . . . . .       18,946,786         15,982,169
  Current portion of notes payable
    to an affiliate and demand
    note payable to affiliate . . . . . . .       55,612,222         55,612,222
                                                ------------       ------------
          Total current liabilities . . . .       74,597,435         71,632,681

Commitments and contingencies

          Total liabilities . . . . . . . .       74,597,435         71,632,681

Investment in unconsolidated
  venture, at equity. . . . . . . . . . . .       39,267,324         45,075,682
Venture partner's equity in venture . . . .          275,114            217,030

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . .            1,000              1,000
    Cumulative cash distributions . . . . .         (480,000)          (480,000)
    Cumulative net earnings (losses). . . .      (11,828,958)       (12,012,141)
                                                ------------       ------------
                                                 (12,307,958)       (12,491,141)
                                                ------------       ------------
  Limited partners:
    Capital contributions,
      net of offering costs . . . . . . . .      113,057,394        113,057,394
    Cumulative cash distributions . . . . .       (7,520,000)        (7,520,000)
    Cumulative net earnings (losses). . . .     (206,894,691)      (209,764,556)
                                                ------------       ------------
                                                (101,357,297)      (104,227,162)
                                                ------------       ------------
          Total partners' capital
            accounts (deficits) . . . . . .     (113,665,255)      (116,718,303)
                                                ------------       ------------
                                                $    474,618            207,090
                                                ============       ============

          See accompanying notes to consolidated financial statements.


<PAGE>


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

                                            CONSOLIDATED STATEMENTS OF OPERATIONS

                                   THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                                         (UNAUDITED)

<CAPTION>
                                                                  THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                     SEPTEMBER 30                     SEPTEMBER 30
                                                              --------------------------      --------------------------
                                                                2000             1999            2000            1999
                                                            -----------       ----------     -----------      ----------
<S>                                                        <C>               <C>            <C>              <C>

Income:
  Interest and other income . . . . . . . . . . . . . .     $   138,564          137,475         395,480         379,727
                                                            -----------      -----------      ----------      ----------

Expenses:
  Interest. . . . . . . . . . . . . . . . . . . . . . .       1,053,620          880,354       2,964,617       2,546,126
  Professional services . . . . . . . . . . . . . . . .           5,080           16,187          75,073          51,182
  General and administrative. . . . . . . . . . . . . .          12,848           11,920          53,016          60,724
                                                             ----------       ----------      ----------      ----------
                                                              1,071,548          908,461       3,092,706       2,658,032
                                                             ----------       ----------      ----------      ----------

                                                               (932,984)        (770,986)     (2,697,226)     (2,278,305)

Partnership's share of earnings
  (loss) from operations of
  unconsolidated venture. . . . . . . . . . . . . . . .       1,922,787        1,728,786       5,808,358       5,152,357
Venture partner's share of
  venture operations. . . . . . . . . . . . . . . . . .         (19,228)         (17,288)        (58,084)        (51,519)
                                                             ----------       ----------      ----------      ----------

          Net earnings (loss) . . . . . . . . . . . . .      $  970,575          940,512       3,053,048       2,822,533
                                                             ==========       ==========      ==========      ==========

          Net earnings (loss) per
            limited partnership
            interest. . . . . . . . . . . . . . . . . .      $      915              885           2,878           2,656
                                                             ==========       ==========      ==========      ==========


<FN>
                                See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)



                                                    2000             1999
                                                -----------      -----------

Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . .     $ 3,053,048        2,822,533
  Items not requiring (providing) cash:
    Partnership's share of earnings from
      operations of unconsolidated
      venture . . . . . . . . . . . . . . .      (5,808,358)      (5,152,357)
    Venture partner's share of
      venture operations. . . . . . . . . .          58,084           51,519
  Changes in:
    Other current assets. . . . . . . . . .          15,076          (21,178)
    Accounts payable. . . . . . . . . . . .             137           (5,801)
    Accrued interest. . . . . . . . . . . .       2,964,617        2,546,126
                                                -----------      -----------

          Net cash provided by
            (used in) operating
            activities. . . . . . . . . . .         282,604          240,842
                                                -----------      -----------

          Net increase (decrease)
            in cash . . . . . . . . . . . .         282,604          240,842

          Cash, beginning of year . . . . .         135,664          695,066
                                                -----------      -----------

          Cash, end of period . . . . . . .     $   418,268          935,908
                                                ===========      ===========



























          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

                           SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1999,
which are included in the Partnership's 1999 Annual Report on Form 10-K
(File No. 0-13545) dated May 9, 2000, 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 meaning as the
Partnership's 1999 Annual Report on Form 10-K.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of 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.

245 PARK

     Prior to November 1996, the Partnership was a partner with certain
affiliates of Olympia & York Developments, Ltd. ("O&Y") in 245 Park, which
owned the 245 Park Avenue office building in New York, New York.

     As a result of the 1996 restructuring, the Partnership owns (through a
limited liability company of which the Partnership is a 99% member) an
approximate 5% general partner interest (diluted from the original
ownership percentage by notes converted to equity) in Brookfield Financial
Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties,
L.P. ("WFP, LP").  The managing general partner of BFP, LP is an entity
affiliated with certain O&Y creditors and the proponents of the Plan
governing the restructuring and, subject to the partnership agreement of
BFP, LP and the JMB Transaction Agreement (discussed below), has full
authority to manage its affairs.  BFP, LP's principal assets are majority
and controlling interests in seven office buildings (including the 245 Park
Avenue office building).

     In conjunction with the restructuring, the Partnership entered into
the JMB Transaction Agreement dated November 21, 1996, whereby the
Partnership is entitled to receive one third of the monthly management fees
earned at the 245 Park Avenue property through December 2001.  Amounts
received may not be less than $400,000 or exceed $600,000 for any twelve
month period and may not be less than $2,300,000 over the term of the
agreement.  For the nine months ended September 30, 2000, the Partnership
has earned $383,921 of management fees pursuant to the agreement.  As of
the date of this report, all such amounts have been received.  In addition,
pursuant to the JMB Transaction Agreement, the Partnership has the right,
except under certain circumstances, to prohibit (i) a sale of the 245 Park
Avenue property prior to January 2, 2000 (such right has expired) and (ii)
a reduction of the indebtedness secured by the 245 Park Avenue property
below a certain level prior to January 2, 2003.

     In July 1995, JMB purchased from the lenders the term loans and their
security interests in the related collateral.  JMB continues to hold the
notes for these loans generally under the same terms and conditions that
were in effect prior to the purchase.  However, no scheduled principal
payments were required prior to maturity of the LIBOR Note.  Interest on
the LIBOR Note accrues and is payable monthly at a floating rate which, at
the option of the Partnership, is related to either LIBOR or the prime rate
of Bank of America.  No payments of interest on the LIBOR Note have been
made subsequent to July 31, 1995.  The scheduled maturity of the term loans
was December 31, 1998.  However, JMB has not pursued its remedies under
these notes as a result of the non-payment of interest under the LIBOR Note
or the maturity of these notes.  JMB and the Partnership are considering
options relating to the term loan notes held by JMB.  These loans and the
demand loan payable to JMB are cross-defaulted, are secured by the
Partnership's interest in BFP, LP and are subject to mandatory payment of
principal and interest out of any distributions received by the Partnership
from BFP, LP.  In the fourth quarter of 1999, the Partnership made an
interest payment to JMB of $850,000 on the demand note.

     JMB and the Partnership have reached an agreement in principle to
waive the portion of interest ("default interest") on the term loans in
excess of the amount of interest that otherwise accrues in the absence of a
failure to pay the term loans at maturity or other default under the term
loans.  Such agreement will not waive or relieve the default of failure to
repay the term loans at maturity, the accrual of interest determined
without regard to a default under the term loans or any obligation to repay
principal and accrued interest (determined without regard to a default) on
the term loans.  No default interest is reflected in the accompanying
consolidated financial statements.

     In December 1999, BFP, LP executed an option agreement pursuant to
which a third party agreed to an option to purchase a 49% limited
partnership interest in the entities that own the 53 State Street and 75
State Street office buildings.  If certain conditions are satisfied and
approvals are obtained by BFP, LP, the third party will be obligated to
close the transaction by the end of the option period, which has been
extended from December 2000 to March 15, 2001.  It is expected that any
proceeds from such sale, if consummated, will be used to repay outstanding
indebtedness of BFP, LP, as described below.

     BFP, LP and the Partnership each have a substantial amount of
indebtedness remaining.  If any of the buildings (or interests therein) are
sold, any proceeds would be first applied to repayment of the mortgage or
other indebtedness of BFP, LP.  In any event, any net proceeds obtained by
the Partnership would then be required to be used to satisfy notes payable
and deferred interest owed to JMB (aggregating $74,559,008 at September 30,
2000).  Only after such applications would any remaining proceeds be
available to be distributed to the Holders of Interests.  As a result, it
is unlikely that the Holders of Interests ever will receive any significant
portion of their original investment.  However, it is expected that over
the remaining term of the Partnership, as a result of sale or other
disposition (including a transfer to the lenders) of the properties, or of
the Partnership's interest in BFP, LP, the Holders of Interests will be
allocated substantial gain for Federal income tax purposes (corresponding
at a minimum to all or most of their deficit capital accounts for tax
purposes) without a significant amount of proceeds from such sale or other
disposition.  Such gain may be offset by suspended losses from prior years
(if any) that have been allocated to the Holders of Interests.  The actual
tax liability of each Holder of Interests will depend on such Holder's own
tax situation.

TRANSACTIONS WITH AFFILIATES

     The Partnership has notes payable and related deferred interest
payable to JMB, an affiliate of the General Partners.  The aggregate amount
outstanding under these notes including deferred interest was $74,559,008
at September 30, 2000.  In the fourth quarter of 1999, the Partnership made
an interest payment to JMB of $850,000 on the demand note.

     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 approximately $6,687 and
$2,209 for the nine months ended September 30, 2000 and 1999, respectively,


<PAGE>


payable to an affiliate of the Corporate General Partner for insurance
commissions for professional liability insurance and for portfolio
management, legal and accounting services, all of which costs were paid as
of September 30, 2000.

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

UNCONSOLIDATED VENTURE - SUMMARY INFORMATION

     Summary income statement information for BFP, LP for the nine months
ended September 30, 2000 and 1999 is as follows:

                                                      2000              1999
                                                    --------          -------
                                                    (000's)           (000's)

     Total income . . . . . . . . . . . .           $382,460          369,728
                                                    ========          =======
     Operating income . . . . . . . . . .           $ 73,177           60,303
                                                    ========          =======
     Partnership's share of income. . . .           $  3,967            3,311
                                                    ========          =======

     The Partnership's capital in BFP, LP differs from its investment in
unconsolidated venture, primarily due to the adoption of fresh start
accounting by BFP, LP in connection with the restructuring, and the
resultant restatement of all of its assets and liabilities to reflect their
reorganization value.  The Partnership is amortizing the difference between
its historical basis in 245 Park and its underlying equity (which was
transferred to the basis in BFP, LP on the Effective Date) over a period
not to exceed forty years.  The amortization for each of the nine months
ended September 30, 2000 and 1999 was $1,841,357.  Such amount may be
written off sooner in the event of the sale or other disposition of the
properties owned by BFP, LP or the Partnership's interest in BFP, LP.


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 figures as of September 30, 2000 and for the
three and nine months ended September 30, 2000 and 1999.




<PAGE>


PART I.  FINANCIAL INFORMATION

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

     Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investment property.

     The Partnership's liquidity and ability to continue as a going concern
are dependent upon a successful resolution related to the scheduled
maturity date (December 31, 1998) of the term loans, the receipt of one-
third of the property management fees earned at the 245 Park Avenue
property and, if necessary, additional advances from JMB Realty Corporation
("JMB") under the demand loan.  To the extent that the share of the
property management fees received by the Partnership exceeds the costs of
operating the Partnership, and after establishing an appropriate cash
reserve, the Partnership will make payments to JMB on the demand note or
the term loan notes.

     As of September 30, 2000, JMB has advanced approximately $12,376,000,
under the demand note, which reflects the principal and interest payments
made related to a term loan modification in prior years and advances to pay
operating costs of the Partnership.  Interest accrues on these advances at
the annual rate of prime plus 1% (10.5% at September 30, 2000) and is
deferred.  The demand note allows a maximum principal sum of a specified
amount.

     JMB and the Partnership are considering options relating to the term
loan notes, which had a scheduled maturity date of December 31, 1998.  The
resolution of such matter may result in the Partnership and the Holders of
Interests recognizing income for Federal income tax purposes with no
corresponding distributable proceeds from such transaction.  However, there
is no assurance that any resolution of the term loan notes satisfactory to
the Partnership will occur.

     JMB and the Partnership have reached an agreement in principle to
waive the portion of interest ("default interest") on the term loans in
excess of the amount of interest that otherwise accrues in the absence of a
failure to pay the term loans at maturity or other default under the term
loans.  Such agreement will not waive or relieve the default of failure to
repay the term loans at maturity, the accrual of interest determined
without regard to a default under the term loans or any obligation to repay
principal and accrued interest (determined without regard to a default) on
the term loans.  No default interest is reflected in the accompanying
consolidated financial statements.

     In December 1999, BFP, LP executed an option agreement pursuant to
which a third party agreed to an option to purchase a 49% limited
partnership interest in the entities that own the 53 State Street and 75
State Street office buildings.  If certain conditions are satisfied and
approvals are obtained by BFP, LP, the third party will be obligated to
close the transaction by the end of the option period, which has been
extended from December 2000 to March 15, 2001.  It is expected that any
proceeds from such sale, if consummated, will be used to repay outstanding
indebtedness, as described below.

     BFP, LP and the Partnership each have a substantial amount of
indebtedness remaining.   If any of the buildings (or interests therein)
are sold, any proceeds would be first applied to repayment of the mortgage
or other indebtedness of BFP, LP.  In any event, any net proceeds obtained
by the Partnership would then be required to be used to satisfy notes
payable and deferred interest owed to JMB (aggregating $74,559,008 at
September 30, 2000).  Only after such applications would any remaining
proceeds be available to be distributed to the Holders of Interests.  As a
result, it is unlikely that the Holders of Interest ever will receive any
significant portion of their original investment.  However, it is expected


<PAGE>


that over the remaining term of the Partnership, as a result of sale or
other disposition (including a transfer to the lenders) of the properties,
or of the Partnership's interest in BFP, LP, the Holders of Interests will
be allocated substantial gain for Federal income tax purposes
(corresponding at a minimum to all or most of their deficit capital
accounts for tax purposes) without a significant amount of proceeds from
such sale or other disposition.  Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holders of
Interests.  The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.

RESULTS OF OPERATIONS

     The decrease in other current assets as of September 30, 2000 as
compared to December 31, 1999 is primarily due to the timing of receipt for
certain property management fees from 245 Park Avenue.

     The increase in deferred interest payable to an affiliate as of
September 30, 2000 as compared to December 31, 1999 is due to the interest
accruals on the term loans and the demand note payable to JMB.

     Interest and other income for the three and nine months ended
September 30, 2000 and September 30, 1999 primarily consists of the
Partnership's share of property management fees from the 245 Park Avenue
property pursuant to the terms of the JMB Transaction Agreement, including
fees earned in September classified as other current assets at
September 30, 2000 and 1999.

     The increase in interest for the three and nine months ended
September 30, 2000 as compared to the three and nine months ended
September 30, 1999 is primarily due to an increase in the LIBOR and prime
rates during the third quarter 2000.

     The increase in professional services for the nine months ended
September 30, 2000 as compared to the nine months ended September 30, 1999
is primarily due to legal fees related to the term loan notes payable to
JMB, which matured in December 1998, and an increase in accounting services
in 2000.



PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Reference is made to the Note entitled "245 Park" in Notes to
Consolidated Financial Statements filed with this report for a discussion
of defaults under the term loan notes held by JMB, which together with a
demand note payable to JMB, are cross-defaulted and secured by the
Partnership's interest in BFP, LP.  The scheduled maturity of the term
loans was December 31, 1998.  The aggregate outstanding principal and
accrued and deferred interest under the term loan notes and the demand note
at September 30, 2000, was approximately $74,559,008.  However, JMB has not
pursued its remedies under these notes.  JMB and the Partnership are
considering options relating to the term loan notes.




<PAGE>