SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549



                              FORM 10-Q



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




For the quarter ended September 30, 1995  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  312-915-1960




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 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X    No 

                          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 . . . . . .    15



PART II    OTHER INFORMATION


Item 3.    Defaults on Senior Securities . . . . . . . . .    19

Item 5.    Other Information . . . . . . . . . . . . . . .    20

Item 6.    Exhibits and Reports on Form 8-K. . . . . . . .    21

<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                                             BALANCE SHEETS

                                SEPTEMBER 30, 1995 AND DECEMBER 31, 1994

                                               (UNAUDITED)


                                                 ASSETS
                                                 ------
<CAPTION>
                                                                       SEPTEMBER 30,   DECEMBER 31, 
                                                                           1995            1994     
                                                                       -------------   ------------ 
<S>                                                                   <C>             <C>           
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . .    $      --             --    
                                                                        ------------   ------------ 

                                                                        $      --             --    
                                                                        ============   ============ 
                                  
                                  JMB/245 PARK AVENUE ASSOCIATES, LTD.
                                         (A LIMITED PARTNERSHIP)

                                       BALANCE SHEETS - CONTINUED

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

                                                                       SEPTEMBER 30,   DECEMBER 31, 
                                                                           1995            1994     
                                                                       -------------   ------------ 
Current liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . .    $     10,134         17,105 
  Accounts payable to affiliates (note 4). . . . . . . . . . . . . .          50,593         33,879 
  Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . .       1,337,019        789,655 
  Accrued interest payable to affiliate. . . . . . . . . . . . . . .       1,384,857        574,761 
  Demand note payable to affiliate (note 3). . . . . . . . . . . . .      11,968,592      8,182,092 
  Bank obligations payable - current (note 3). . . . . . . . . . . .           --         5,624,000 
                                                                        ------------   ------------ 
          Total current liabilities. . . . . . . . . . . . . . . . .      14,751,195     15,221,492 
Bank obligations payable - long-term (note 3). . . . . . . . . . . .      43,236,631     40,319,631 
                                                                        ------------   ------------ 
Commitments and contingencies (notes 1, 2 and 3)

          Total liabilities. . . . . . . . . . . . . . . . . . . . .      57,987,826     55,541,123 

Investment in unconsolidated venture, at equity 
  (notes 2 and 5). . . . . . . . . . . . . . . . . . . . . . . . . .      75,034,385     71,973,130 
Partners' capital accounts (deficits):
  General partners:
    Capital contributions. . . . . . . . . . . . . . . . . . . . . .           1,000          1,000 
    Cumulative cash distributions. . . . . . . . . . . . . . . . . .        (480,000)      (480,000)
    Cumulative net losses. . . . . . . . . . . . . . . . . . . . . .     (12,990,375)   (12,659,898)
                                                                        ------------   ------------ 
                                                                         (13,469,375)   (13,138,898)
                                                                        ------------   ------------ 
  Limited partners (1,000 interests):
    Capital contributions, net of offering costs (note 1). . . . . .     113,057,394    113,057,394 
    Cumulative cash distributions. . . . . . . . . . . . . . . . . .      (7,520,000)    (7,520,000)
    Cumulative net losses. . . . . . . . . . . . . . . . . . . . . .    (225,090,230)  (219,912,749)
                                                                        ------------   ------------ 
                                                                        (119,552,836)  (114,375,355)
                                                                        ------------   ------------ 
          Total partners' capital accounts (deficits). . . . . . . .    (133,022,211)  (127,514,253)
                                                                        ------------   ------------ 
                                                                        $      --             --    
                                                                        ============   ============ 
<FN>
                             See accompanying notes to financial statements.
</TABLE>

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

                                        STATEMENTS OF OPERATIONS

                         THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                               (UNAUDITED)

<CAPTION>
                                                   THREE MONTHS ENDED          NINE MONTHS ENDED     
                                                      SEPTEMBER 30                SEPTEMBER 30       
                                               -------------------------- -------------------------- 
                                                     1995         1994          1995         1994    
                                                 -----------   ----------   -----------   ---------- 
<S>                                              <C>           <C>          <C>           <C>
Income:
  Interest income. . . . . . . . . . . . . . .   $     --           --            --           --    
                                                 -----------   ----------   -----------   ---------- 
Expenses:
  Interest . . . . . . . . . . . . . . . . . .       804,647      651,303     2,370,251    2,284,982 
  Professional services. . . . . . . . . . . .         7,545          427        35,745      143,417 
  General and administrative . . . . . . . . .        11,159        1,729        40,707       24,772 
                                                 -----------   ----------   -----------   ---------- 

                                                     823,351      653,459     2,446,703    2,453,171 
                                                 -----------   ----------   -----------   ---------- 

          Operating loss . . . . . . . . . . .       823,351      653,459     2,446,703    2,453,171 

Partnership's share of loss
  from operations of 
  unconsolidated venture . . . . . . . . . . .     1,498,095    7,104,161     3,061,255    2,020,320 
                                                 -----------   ----------   -----------   ---------- 

          Net loss . . . . . . . . . . . . . .   $ 2,321,446    7,757,620     5,507,958    4,473,491 
                                                 ===========   ==========   ===========   ========== 

          Net loss per limited
            partnership interest . . . . . . .   $     2,182        7,292         5,177        4,205 
                                                 ===========   ==========   ===========   ========== 

          Cash distributions per 
            limited partnership 
            interest . . . . . . . . . . . . .   $     --           --            --           --    
                                                 ===========   ==========   ===========   ========== 

<FN>
                             See accompanying notes to financial statements.
</TABLE>
<TABLE>
                                  JMB/245 PARK AVENUE ASSOCIATES, LTD.
                                         (A LIMITED PARTNERSHIP)

                                        STATEMENTS OF CASH FLOWS

                              NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                               (UNAUDITED)

<CAPTION>
                                                                              1995           1994    
                                                                          ------------   ----------- 
<S>                                                                      <C>            <C>          
Cash flows from operating activities:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $(5,507,958)   (4,473,491)
  Items not requiring (providing) cash or cash equivalents:
    Partnership's share of loss from operations of 
      unconsolidated venture . . . . . . . . . . . . . . . . . . . . . .     3,061,255     2,020,320 
  Changes in:
    Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . .         --          385,869 
    Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . .         4,241        90,251 
    Accounts payable to affiliates . . . . . . . . . . . . . . . . . . .        16,714         --    
    Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . .     1,357,460       794,473 
                                                                          ------------   ----------- 
          Net cash used in operating activities. . . . . . . . . . . . .    (1,068,288)   (1,182,578)
                                                                          ------------   ----------- 

Cash flows from financing activities:
  Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (11,212)      523,661 
  Principal payments on bank obligations payable . . . . . . . . . . . .    (2,707,000)   (1,251,000)
  Funding of demand note payable . . . . . . . . . . . . . . . . . . . .     3,786,500     1,874,975 
                                                                          ------------   ----------- 
          Net cash provided by financing activities. . . . . . . . . . .     1,068,288     1,147,636 
                                                                          ------------   ----------- 
          Net decrease in cash and cash equivalents. . . . . . . . . . .  $      --          (34,942)
                                                                          ============   =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest. . . . . . . . . . . . . . .  $  1,012,791     1,490,509 
                                                                          ============   =========== 
  Non-cash investing and financing activities. . . . . . . . . . . . . .  $      --            --    
                                                                          ============   =========== 






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

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

                    NOTES TO FINANCIAL STATEMENTS

                     SEPTEMBER 30, 1995 AND 1994

                             (UNAUDITED)


     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1994,
which are included in the Partnership's 1994 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.


(1)  BASIS OF ACCOUNTING

     The equity method of accounting has been applied in the accompanying
financial statements with respect to the Partnership's interest in 245 Park
Avenue Company (the "joint venture" or "245 Park").  Accordingly, the
financial statements do not include the accounts of 245 Park.

     The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying financial statements have been prepared from such records
after making appropriate adjustments to reflect the Partnership's accounts
in accordance with generally accepted accounting principles ("GAAP").  Such
adjustments are not recorded on the records of the Partnership.  The net
effect of these items is summarized as follows for the nine months ended
September 30:

                        1995                      1994           
             -------------------------  ------------------------ 
               GAAP BASIS    TAX BASIS   GAAP BASIS    TAX BASIS 
               ----------    ---------   ----------    --------- 

Net loss . . . $5,507,958    5,398,957    4,473,491    3,455,897 
Net loss 
 per limited 
 partnership 
 interest. . . $    5,177        5,075        4,205        3,249 
               ==========   ==========    =========   ========== 

     The net loss per limited partnership interest is based upon the number
of limited partnership interests outstanding at the end of the period
(1,000).  Deficit capital accounts will result, through the duration of the
Partnership, in net gain for financial reporting and Federal income tax
purposes.

     Partnership distributions from the unconsolidated joint venture are
considered cash flow from operating activities only to the extent of the
Partnership's cumulative share of net earnings.

     Certain amounts in the 1994 financial statements have been
reclassified to conform with the 1995 presentation.


(2)  INVESTMENT IN UNCONSOLIDATED VENTURE - 245 PARK

     The Partnership acquired an interest in 245 Park, which owns an
existing 46-story office building located at 245 Park Avenue, New York, New
York.  The Partnership acquired its approximate 48.25% ownership interest
in 245 Park for approximately $63,927,000 from an affiliate of the joint
venture partners.  In addition to the Partnership, the other partners (the
"O&Y partners") of 245 Park include Olympia & York 245 Park Avenue Holding

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

              NOTES TO FINANCIAL STATEMENTS - CONTINUED


Company, L.P., O&Y Equity Company, L.P., and O&Y 245 Corp., all of which
are affiliates of Olympia & York Developments, Limited ("O&Y").  There are
certain risks and uncertainties associated with the Partnership's
investment made through the joint venture, including the possibility that
the O&Y partners might become unable or unwilling to fulfill their
financial or other obligations, or that the O&Y partners may have economic
or business interests or goals that are inconsistent with those of the
Partnership.

     The O&Y partners granted security interests in their interests in 245
Park to a syndicate of banks in order to secure certain loan obligations of
certain O&Y affiliates.  In August, 1992, the Partnership received notice
from the lead bank of the syndicate alleging that such O&Y affiliates were
in default under these loan obligations and directing that all payments and
distributions due to the O&Y partners from 245 Park be delivered to the
lead bank.  According to published reports, an investor group purchased
participations in these obligations from the original syndicate of banks. 
In September 1995, the holder of the loan obligations issued a notice of
sale of, among other things, the interests of the O&Y partners in 245 Park
in an effort to realize upon the collateral for the loan obligations.  In
October 1995, each of the O&Y partners, as well as other O&Y affiliates,
filed for protection from creditors under Chapter 11 of the United States
Bankruptcy Code.  As a result of these bankruptcy filings, the attempted
sale of the O&Y partners' interests in 245 Park was stayed.

     The O&Y partners and certain other O&Y affiliates are preparing a plan
to restructure their ownership interests in various office buildings,
including the 245 Park Avenue office building, which could take the form of
one or more real estate investment trusts.  Any such restructuring would be
subject to the approval of the various creditors of the O&Y partners and
other O&Y affiliates as well as the bankruptcy court, and would likely
result in such creditors collectively obtaining control of such ownership
interests.  Although the Partnership has had discussions with the O&Y
partners and certain of the creditors concerning possible restructuring
proposals, because of the preliminary status and the complexity of the
proposals, as well as the current divergence in the interests of certain of
the creditors, the Partnership does not know at this time how a
restructuring, if effected, would affect 245 Park and/or the O&Y partners'
and the Partnership's respective interests therein.

     Pursuant to the 245 Park venture agreement, the Partnership has made
capital contributions aggregating $18,100,000.  To the extent such
contributions were not sufficient to fund operating deficits, debt service,
reserve requirements and certain capital expenditures, the O&Y partners
were obligated and did contribute the amount of such deficiencies through
May 1989.  Commencing in June 1989 through the earlier of December 1993 or
the date on which the annual net cash flow (as defined) of the joint
venture is at least $16,500,000, the O&Y partners were obligated to loan
certain amounts (in the maximum amount of $72,500,000 at a prime rate of
interest, 8.75% at September 30, 1995) to 245 Park sufficient to cover
operating deficits, reserve requirements and certain capital expenditures
of the joint venture and to pay the Partnership and the O&Y partners their
"minimum return" (as defined).  The O&Y partners have loaned 245 Park
amounts aggregating $80,213,000 (net of repayments) on a cumulative basis
as of September 30, 1995, which amount includes $2,636,000 (net of
repayments) loaned for the nine months ended September 30, 1995 for
interest accruing on these advances.  The loans from the O&Y partners
currently exceed the maximum amount required under the terms of the joint
venture agreement.  Under the terms of the joint venture agreement, the
Partnership is obligated to contribute to 245 Park its share (approximately
48.25%) of any operating expenses, reserve requirements and capital
expenditures, including interest on the O&Y partners' loans, to the extent

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

              NOTES TO FINANCIAL STATEMENTS - CONTINUED


not covered by cash flow from the property or any additional loans from the
O&Y partners.  The principal and any unpaid interest on the O&Y partner
loans will be due and payable on June 1, 2004, subject to earlier repayment
out of available net cash flow or the net proceeds of a refinancing, sale
or other disposition of the property as described below.

     Pursuant to the joint venture agreement, the first $16,500,000 of
annual net cash flow (after payment of the current year's interest on the
O&Y partners' loans and the current return on their priority distributions)
is distributable approximately 48.25% to the Partnership and 51.75% to the
O&Y partners (defined as "ownership ratios").  Additional annual net cash
flow (as defined) will be utilized to pay outstanding loans and accrued and
deferred interest to the O&Y partners.  Any remaining annual net cash flow
is distributable approximately 48.25% to the Partnership and 51.75% to the
O&Y partners.  Operating profits and losses generally are allocated
approximately 48.25% to the Partnership and 51.75% to the O&Y partners.

     Net sale or refinancing proceeds (after repayment of any loans and the
priority distributions and accrued interest to the O&Y partners as
described below) are generally allocable or distributable, as the case may
be, to the Partnership and the O&Y partners in their respective ownership
ratios.  In general, profits from the sale or other disposition of the
office property will be allocated first to the venture partners with any
negative balances in their capital accounts up to the amount of such
negative balances and then in accordance with the respective ownership
ratios of the venture partners.  Losses from the sale or other disposition
of the office property will generally be allocated first to the venture
partners with any positive balances in their capital accounts up to the
amount of such positive balances and then in accordance with the respective
ownership ratios of the venture partners.  Losses attributable to the New
York State Gains Tax payable as a result of sale or other transfer of the
office property are allocable among the venture partners in the same
proportion as their contributions for payment of the tax.  In general, the
Partnership will only contribute for the payment of such tax with respect
to proceeds from the sale or other transfer of the office property in
excess of $500,000,000 plus the value of certain improvements.

     The office building is being managed by an affiliate of the O&Y
partners for a management fee equal to 1% of gross receipts.  In addition,
certain repairs and maintenance and tenant improvement work is performed by
an affiliate of the O&Y partners.

     On September 7, 1989, 245 Park refinanced the $20,000,000 second
mortgage note.  The remaining first mortgage note continues in place.  The
third mortgage note was also refinanced by a financial institution in the
same principal amount as the original note ($147,500,000).  Also on
September 7, 1989, 245 Park obtained an additional loan in the maximum
principal amount of $29,000,000. $17,000,000 of this loan was advanced at
closing with an additional $4,000,000 advanced in June 1990 and June 1991
for a total of $25,000,000 principal outstanding as of September 30, 1995. 
The final potential $4,000,000 funding under the fourth mortgage loan due
from the financial institution on June 30, 1992 was not received.  The
lender refused to provide the final funding under the fourth mortgage loan
due to a failure by the O&Y partners to satisfy certain reporting
requirements of 245 Park under the second, third and fourth mortgage loan
agreements, which constitutes a non-monetary default under such agreements.

The proceeds of this loan have been used to pay down a loan from an
affiliate of the O&Y partners and to reimburse the affiliate for annual
advances made to 245 Park for the Partnership's share of the economic
benefits of the Bear Stearns lease as further discussed below.  In the
fourth quarter of 1994, 245 Park began recording the accrual of interest on
these junior mortgage loans at default rates (ranging from 11.8% to 14% per
annum) due to the maturity of these junior mortgage loans.

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

              NOTES TO FINANCIAL STATEMENTS - CONTINUED


     The Partnership was previously notified that the junior mortgage
loans, secured by the investment property as described below, were in
default due to non-compliance with certain lender financial reporting
requirements, and the loans subsequently matured in October 1994 without
repayment.  However, 245 Park has continued to make and the lender has
continued to accept monthly payments of interest in the same amounts that
were payable prior to October 1994.  As of the date of this report, the
holder of the junior mortgage loans has not, to the knowledge of the
Partnership, attempted to exercise its remedies against the joint venture's
property.

     In March 1987, 245 Park and 245 Lease Co. entered into a lease with a
new tenant, Bear Stearns Companies, Inc., for the 538,000 square feet of
space in the building which had been vacated in 1986.  The new lease
commenced in May 1987 and has an initial term extending until December
2002, with five renewal options for up to a total of 25 additional years. 
Annual base rent, which commenced in January 1988 concurrent with tenant
occupancy, is payable at the rates of $35 per square foot through 1992, $51
per square foot through 1997 and $56 per square foot through 2002.  Annual
base rent payable for each of the option periods will be the greater of the
then existing annual base rent or 85% of the market rate then in effect. 
During the entire lease term, the tenant is also obligated to pay certain
electricity charges and its proportionate share of increases in the
operating costs of the building (including real estate taxes) over those
generally incurred in 1987.

     In connection with the execution of this lease, the Partnership and
the O&Y partners agreed upon the division of the economic benefits and
costs of this lease among the Partnership and the O&Y partners.  The
Partnership was entitled to participate in the economic benefits of this
lease by receiving distributions from 245 Park of $4,000,000 per year
through June 30, 1992 as its share of the remaining incremental net rents
from the lease after payment of the interest expense referred to below. 
Subsequent to June 1992, cash flow from net rents and related income under
the lease are allocable to the Partnership and the O&Y partners in
accordance with the terms of the existing joint venture agreement.

     The Partnership participates in a portion of the costs of this lease
as the costs have been financed by 245 Park.  Such costs include costs
associated with re-leasing the tenant space (including tenant improvement
costs) and expenses related to termination of the prior tenant's lease and
the new tenant's vacating its space in another building.  A portion of
these costs have been financed by the O&Y partners through their deferral
of their prorata distributions from 245 Park through June 30, 1992, for
which they are entitled to a priority distribution estimated to be
approximately $31,500,000 (including accrued interest, at 9% per annum
through September 1995, on the deferred amounts) from net annual cash flow
or sale or refinancing proceeds, as described above.  In addition, as of
September 30, 1995, approximately $9,690,000 of these costs had been
financed by a non-recourse loan from an affiliate of the O&Y partners at an
interest rate not to exceed 9% per annum and $25,000,000 of the costs had
been financed by a third party lender at an interest rate of 9% per annum
pursuant to the fourth mortgage loan described above.  Through September
1995, interest on amounts deferred by the O&Y partners and on the non-
recourse loan from their affiliate has accrued and has been added to
principal.  Payments on the fourth mortgage loan were interest only until
maturity in October 1994 when the entire principal balance was due and
payable.  However, the lender has refrained from taking any actions or
exercising any of its remedies as a result of the loan maturing in October
1994.  Payments on the loan from an affiliate of the O&Y partners are
interest only (unless accrued as described above) until the earlier of a
sale or refinancing of the property, if proceeds are available for
repayment of the loan, or December 31, 2002, at which time the outstanding

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

              NOTES TO FINANCIAL STATEMENTS - CONTINUED


balance, including any accrued interest added to principal, becomes
payable.

     The holder of the first mortgage loan secured by 245 Park's property
agreed to extend the originally scheduled maturity date of the loan from
October 1, 1993 until January 1, 1994.  245 Park entered into an agreement
with the lender to further modify and extend the loan for the amount of the
current outstanding principal balance plus accrued and unpaid interest at a
default rate of 18% per annum from October 1, 1993 through the loan closing
date, with a new interest rate from the loan closing date for a five year
term.  This agreement provided that the new interest rate would be based on
the mortgage equivalent of U.S. Treasury securities maturing on or about
five years from the date of closing plus 3% per annum.  Monthly payments of
principal and interest were to be required during the loan extension period
based upon a 30-year amortization schedule.  Under the terms of the
agreement, 245 Park also was to make certain lump sum and monthly deposits
of specified amounts in escrow for real estate taxes and leasing and other
capital and operating costs.  245 Park paid $8 million to the lender to be
applied to accrued interest on the loan and has paid approximately $17.1
million into the real estate tax escrow ($9.4 million scheduled payment
made in July 1995).  In addition, 245 Park was to pay the lender an
extension fee of $2 million upon closing of the transaction.  Subject to
certain conditions, the lender had agreed to waive payment of a portion of
the interest that accrues on the loan at the default rate prior to closing
the transaction.  Completion of the modification and extension of the first
mortgage loan in accordance with the agreement was subject to the
satisfaction of various conditions, certain of which were not satisfied,
and the agreement has expired by its terms.  However, 245 Park and the
lender continue to discuss a modification and extension of the first
mortgage loan generally on terms similar to those discussed above.  The
financial difficulties of the O&Y partners and their affiliates, the need
to restructure their ownership interests in various properties and the
pledge by the O&Y partners of their interests in 245 Park have delayed and
may continue to delay obtaining modification and extension of 245 Park's
mortgage loans.

     245 Park has continued to make, and the first mortgage lender has
continued to accept, monthly payments of principal and interest in the same
amount that were payable prior to October 1, 1993, and the lender has
refrained from taking any actions or exercising any of its remedies as a
result of the loan maturing on January 1, 1994.  If 245 Park is successful
in obtaining the modification and an extension of the first mortgage loan,
it also expects to seek a similar extension of the October, 1994 maturity
dates of the junior mortgage loans.  If 245 Park is able to obtain
modifications and extensions of each mortgage loan, it is expected that the
interest rates applicable to the loans during the extension period would be
no greater than that in effect for the modified first mortgage loan.  There
can be no assurance that 245 Park will be able to reach a final agreement
for any such modifications and extensions of any of its mortgage
indebtedness.  Although the property has significant reserves at September
30, 1995, due to property cash needs and venture partner priority claims,
it is not expected that any of these reserves would be distributable to the
Partnership.

     If 245 Park's efforts to extend any of its existing mortgage loans,
with an aggregate principal balance of approximately $384,874,000 at
September 30, 1995, are unsuccessful, there is the possibility that 245
Park would no longer be able to maintain an ownership interest in the
property, as the mortgage lenders may seek to acquire title to the
property.  This would result in the recognition of a substantial net gain
to the Limited Partners for Federal income tax purposes, without any
corresponding cash distribution.  In such event, the Partnership would then
proceed to terminate its affairs.

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

              NOTES TO FINANCIAL STATEMENTS - CONTINUED


(3)  BANK OBLIGATIONS AND DEMAND NOTES PAYABLE

     (a)  Bank obligations and demand note payable consist of the following
at September 30, 1995 and December 31, 1994:

                                       SEPTEMBER 30,DECEMBER 31, 
                                           1995        1994      
                                      -------------------------- 
Bank note payable (term loan) bearing 
 interest at a variable rate related
 to LIBOR (8.5% per annum at 
 September 30, 1995); secured by 
 the Partnership's interest in 
 245 Park; interest payable 
 monthly until December 1998
 (principal in the amount of
 $2,500,000 and $2,707,000 paid
 in 1994 and 1995, respectively)
 when the remaining amount is
 due; obtained in 1993 (see
 note 3(b)). . . . . . . . . . . . . . . .$16,042,000  18,749,000

Bank note payable (term loan) 
 bearing interest at 2% per annum;
 secured by the Partnership's interest 
 in 245 Park; no payments until 
 December 1998 when the entire 
 principal amount and accrued 
 compounded interest are due; 
 obtained in 1993 (see note 3(b)). . . . . 25,000,000  25,000,000

Bank note payable (term loan) bearing 
 interest at 2% per annum; secured by 
 the Partnership's interest in 245 Park; 
 no payments until December 1998 when 
 the entire principal amount and accrued 
 compounded interest are due; obtained 
 in 1993 (see note 3(b)) . . . . . . . . .  2,194,631   2,194,631

Demand note payable bearing 
  interest at prime plus 1% 
  (9.75% per annum at September 30,
  1995); advanced by JMB; 
  maximum principal sum of a 
  specified amount; secured by
  Partnership's interest in 
  245 Park (see note 3(b)) . . . . . . . . 11,968,592   8,182,092
                                          -----------  ----------

                                          $55,205,223  54,125,723
                                          ===========  ==========

     (b)  Debt Refinancing

     The Partnership and its lenders reached a modification and extension
agreement regarding the former $50,000,000 term loans that matured in
October 1993.  The current term loans (note 3(a)) are secured by the
Partnership's interest in 245 Park, and $25,000,000 ($16,042,000 at
September 30, 1995) of the term loans requires interest to be paid
currently. The terms of the modification and extension generally provide
for (i) an extension period through December 1998; (ii) one-half of the
original principal amount of the term loans requires interest to be paid
currently at a rate related to the London Interbank Offer Rate (LIBOR)

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

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

while interest on the balance of the term loans accrues at an annual rate
of 2%; (iii) one-half of the original principal amount of the term loans
bearing interest at a rate related to LIBOR (the "LIBOR Note") was subject
to periodic amortization; and (iv) the past due lump sum interest swap
payment in the amount of $2,194,631 has been converted to a note payable
due December 1998 with interest accruing at an annual rate of 2%.  In
December 1993, approximately $5,647,000 was paid to the lenders under the
term loans (all of which was advanced on behalf of the Partnership by JMB)
which included a $5,000,000 principal paydown of the LIBOR Note and the
interest payable currently for the period September through December 1993. 
Any payments of principal and interest made by JMB under its guaranty of
the portion of the Partnership's term loans were treated as advances to the
Partnership.  Interest accrues on these advances at the annual rate of
prime plus 1% (9.75% at September 30, 1995).  As of September 30, 1995, JMB
has advanced approximately $11,969,000 evidenced by a demand note, which
includes the principal and interest payments made through July, 1995 (the
date of JMB's purchase of the term loans).  The demand note payable to JMB,
which allows a maximum principal sum of a specified amount, had been
subordinated to payment of the LIBOR Note, but is no longer subordinated
and is secured by the Partnership's interest in 245 Park.

     In July 1995, JMB purchased from the lenders the term loans and their
security interests in the related collateral, which included the
Partnership's interest in 245 Park Co. and the JMB guarantee, which has
been terminated.  JMB will continue to hold the notes for these loans
generally under the same terms and conditions as were in effect prior to
the purchase.  However, no scheduled principal payments are required prior
to maturity on 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 Illinois. 
These loans and the demand note payable to JMB are secured by the
Partnership's interest in the joint venture and are subject to mandatory
prepayment of principal and interest out of any distributions received by
the Partnership from 245 Park.

(4)  TRANSACTIONS WITH AFFILIATES

     The General Partners or their affiliates may be reimbursed for their
direct expenses and out-of-pocket expenses relating to the administration
of the Partnership and operation of the Partnership's real property
investment.  Additionally, the General Partners and their affiliates are
also entitled to reimbursements for legal, accounting and certain other
services.

     Fees and reimbursable expenses paid or payable by the Partnership to
the General Partners and their affiliates as of September 30, 1995 and for
the nine months ended September 30, 1995 and 1994 are as follows:

                                                      Unpaid at  
                                                    September 30,
                                   1995       1994      1995     
                                 -------     -----  -------------

Reimbursement (at cost) 
 for legal services. . . . . .   $ 9,687        --      13,394   
Reimbursement (at cost) 
 for accounting 
 services. . . . . . . . . . .    29,245        --      37,081   
Reimbursement (at cost) 
 for out-of-pocket 
 expenses. . . . . . . . . . .        43         89        118   
                                 -------        ---     ------   
                                 $38,975         89     50,593   
                                 =======        ===     ======   
                                 
                JMB/245 PARK AVENUE ASSOCIATES, LTD.
                       (A LIMITED PARTNERSHIP)

              NOTES TO FINANCIAL STATEMENTS - CONCLUDED


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

     The Corporate General Partner of the Partnership has determined to use
independent third parties to perform certain of these administrative
services beginning in the fourth quarter of 1995.  Use of such third
parties, rather than reimbursement to the Corporate General Partners and
their affiliates, is not expected to have a material effect on the
operations of the Partnership.


(5)  UNCONSOLIDATED VENTURE - SUMMARY INFORMATION

     Summary income statement information for 245 Park for the nine months
ended September 30, 1995 and 1994 is as follows:

                                     1995        1994    
                                 -----------  ---------- 

          Total income . . . . . $74,754,909  78,624,863 
                                 ===========  ========== 

          Operating loss . . . . $(6,344,571) (4,187,192)
                                 ===========  ========== 

          Partnership's share of
            loss . . . . . . . . $(3,061,255) (2,020,320)
                                 ===========  ========== 


(6)  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, see
note 2) have been made to the accompanying figures as of September 30, 1995
and for the three and nine months ended September 30, 1995 and 1994.

PART I.  FINANCIAL INFORMATION

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

LIQUIDITY AND CAPITAL RESOURCES

     All references to "Notes" are to Notes to Financial Statements
contained in this report.  Certain parties given abbreviated names or
references below are identified in the Notes.

     The mortgage loans secured by the 245 Park Avenue building have
matured without repayment.  Although 245 Park entered into an agreement
with the first mortgage lender to modify and extend the first mortgage
loan, the agreement is subject to certain conditions and there can be no
assurance that 245 Park will be able to reach a final agreement to modify
and extend this loan or the other mortgage loans.  If 245 Park's efforts to
extend any of its mortgage loans are unsuccessful, 245 Park may not be able
to maintain an ownership interest in the property, as the mortgage lenders
may seek to acquire title to the property.  In such event, the Partnership
would proceed to terminate its affairs.  Accordingly, there exists
substantial doubt as to the Partnership's ability to continue as a going
concern.

     At September 30, 1995, the Partnership had no cash or cash
equivalents.  Therefore, subsequent to September 30, JMB advanced $20,000
to the Partnership, as evidenced by its demand note, to fund Partnership
operations.

     Commencing in June 1989 through the earlier of December 1993 or the
date on which the annual net cash flow (as defined) of 245 Park is at least
$16,500,000, the O&Y partners were obligated to loan certain amounts (in
the maximum amount of $72,500,000 at a prime rate of interest) to 245 Park
sufficient to cover operating deficits, reserve requirements and certain
capital expenditures of 245 Park and to pay the Partnership and the O&Y
partners their "minimum return" (as defined).  The O&Y partners have loaned
245 Park amounts aggregating $80,213,000 (net of repayments) as of
September 30, 1995, which amount includes $2,636,000 (net of repayments)
loaned for the nine months ended September 30, 1995 for interest accruing
on the advances.  Under the terms of the joint venture agreement, the
Partnership is obligated to contribute to 245 Park  its share
(approximately 48.25%) of any operating expenses, reserve requirements and
capital expenditures, including interest on the O&Y partners' loans, to the
extent not covered by cash flow from the property or additional loans from
the O&Y partners.  The principal and any unpaid interest on the O&Y partner
loans will be due and payable on June 1, 2004, subject to earlier repayment
out of available net cash flow or the net proceeds of a refinancing, sale
or other disposition of the property as described in Note 2.

     Since the Partnership has not been receiving operating cash flow
distributions from the property, the Partnership initially utilized its
cash reserves to make the payments on the Partnership's bank obligations. 
Effective with the first quarter of 1990, the Partnership elected to
suspend cash distributions to the Partners and retain funds for the cash
requirements and capital expenditures for the property (if not funded by
O&Y partners' loans).  These reserves have been exhausted, and
consequently, the Partnership was not able to pay the interest payment due
on the bank obligations for September 1993 in the approximate amount of
$223,000.  In addition, the Partnership did not have adequate reserves to
pay a lump sum interest swap payment due February 1, 1994 in the amount of
$2,194,631.  In this regard, the Partnership and its bank lender reached a
modification and extension agreement for the $50,000,000 term loans that
matured in October 1993.  These term loans are secured by the Partnership's
interest in 245 Park, and $25,000,000 ($16,042,000 at September 30, 1995)
of the term loans was guaranteed by JMB.  The terms of the modification and
extension generally provide for (i) an extension period through December
1998; (ii) one-half of the original principal amount of the term loans
requires interest to be paid currently at a rate related to the London
Interbank Offer Rate (LIBOR) while interest on the balance of the term
loans accrues at an annual rate of 2%;  (iii) one-half of the original
principal amount of the term loans bearing interest at a rate related to
LIBOR (the "LIBOR Note") was subject to periodic amortization through
payment of quarterly installments of principal and interest (principal in
the amount of $2,500,000 in 1994 and $2,707,000 in 1995); and (iv) the past
due lump sum interest swap payment in the amount of $2,194,631 has been
converted to a note payable due December 1998 with interest accruing at an
annual rate of 2%.  In December 1993, approximately $5,647,000 was paid to
the lenders under the term loans (all of which was advanced on behalf of
the Partnership by JMB), which included a $5,000,000 principal paydown of
the LIBOR Note and the interest payable currently for the period September
through December 1993.  During the year ended December 31, 1994, an
additional amount of approximately $2,479,000 was paid to the lenders under
the term loans which included a $1,251,000 principal paydown of the LIBOR
Note and the interest payable currently for the period January through
December 1994.  An additional payment of $1,249,000 and two payments of
$729,000 each were paid in January through June, 1995, respectively.  Any
payments of principal and interest made by JMB under its guaranty of the
portion of the Partnership's term loans have been treated as advances to
the Partnership.  As of September 30, 1995, JMB has advanced approximately
$11,969,000 evidenced by a demand note, which includes the principal and
interest payments made related to the loan modification discussed above and
advances to pay operating costs of the Partnership.  Interest accrues on
these advances at the annual rate of prime (8.75% at September 30, 1995)
plus 1%.  The demand note payable to JMB allows a maximum principal sum of
a specified amount.  Reference is made to Note 3(b).

     245 Park continues to seek an extension and modification of the
mortgage loans secured by the property in the aggregate principal amount of
approximately $384,874,000 at September 30, 1995.  The holder of the first
mortgage loan secured by 245 Park's property, which has a current
outstanding principal balance of approximately $192,374,000 at September
30, 1995, agreed to extend the originally scheduled maturity date of the
loan from October 1, 1993 until January 1, 1994.  245 Park entered into an
agreement with the lender to further modify and extend the loan for the
amount of the current outstanding principal balance plus accrued and unpaid
interest at a default rate of 18% per annum from October 1, 1993 through
the loan closing date, with a new interest rate from the loan closing date
for a five year term.  This agreement provided that the new interest rate
would be based on the mortgage equivalent of U.S. Treasury securities
maturing on or about five years from the date of closing plus 3% per annum.

Monthly payments of principal and interest were to be required during the
loan extension period based upon a 30-year amortization schedule.  Under
the terms of the agreement, 245 Park also was to make certain lump sum and
monthly deposits of specified amounts in escrow for real estate taxes and
leasing and other capital and operating costs.  245 Park paid $8 million to
the lender to be applied to accrued interest on the loan and has paid
approximately $17.1 million into the real estate tax escrow ($9.4 million
scheduled payment made in July 1995).  In addition, 245 Park was to pay the
lender an extension fee of $2 million upon closing of the transaction. 
Subject to certain conditions, the lender had agreed to waive payment of a
portion of the interest that accrues on the loan at the default rate prior
to closing the transaction.  Completion of the modification and extension
of the first mortgage loan in accordance with the agreement was subject to
the satisfaction of various conditions, certain of which were not
satisfied, and the agreement has expired by its terms.  However, 245 Park
and the lender continue to discuss a modification and extension of the
first mortgage loan generally on terms similar to those discussed above. 
The financial difficulties of the O&Y partners and their affiliates, the
need to restructure their ownership interests in various properties and the
pledge by the O&Y partners of their interests in 245 Park have delayed and
may continue to delay obtaining modification and extension of 245 Park's
mortgage loans.

     245 Park has continued to make, and the first mortgage lender has
continued to accept, monthly payments of principal and interest in the same
amount that were payable prior to October 1, 1993 and the lender has
refrained from taking any actions or exercising any of its remedies as a
result of the loan maturing on January 1, 1994.

     If 245 Park is successful in obtaining an extension of the first
mortgage loan modification, it also expects to seek a similar extension of
the maturity dates of the junior mortgage loans, which have a current
aggregate principal balance of $192,500,000 and matured on October 1, 1994.

As of the date of this Report, the holder of the junior mortgage loans has
not, to the knowledge of the Partnership, attempted to exercise its
remedies against 245 Park's property.  Interest is currently accruing at
default rates ranging from 11.88% to 18% per annum.  245 Park has continued
to make and the holder of the junior loans has continued to accept monthly
payments of interest in the same amount that were payable prior to October
1994, the maturity date for the junior mortgage loans.  If 245 Park is able
to obtain modifications and extensions of each mortgage loan, it is
expected that the interest rates applicable to the loans during the
extension period would be no greater than that in effect for the modified
first mortgage loan.  However, there can be no assurance that 245 Park will
be able to reach a final agreement for any such modifications and
extensions of any of its mortgage indebtedness.

     If 245 Park's efforts to extend its mortgage loans are unsuccessful,
245 Park may not be able to maintain ownership of the property as the
lenders may seek to acquire title to the  property.  This would result in
the recognition of substantial net gain to the Limited Partners for
financial reporting and Federal income tax purposes without any
corresponding cash distribution.  In such event, the Partnership would then
proceed to terminate its affairs.

     Even if 245 Park is successful in obtaining extensions and
modifications of its mortgage loans, due to the competitive market
conditions affecting the 245 Park Avenue building, it currently appears
that the Partnership's goal of capital appreciation will not be achieved. 
If the 245 Park Avenue building is sold and a distribution of net proceeds
is made to the Partnership after repayment of the mortgage loans and
amounts owed to the O&Y partners and their affiliates, the term loans and
the demand note payable to JMB plus all related accrued interest must be
satisfied before remaining proceeds, if any, would be distributed to the
Limited Partners.  Without a dramatic improvement in market conditions, the
Limited Partners will not receive a substantial portion of their original
investment.

     Assuming, among other things, an extension of the existing mortgage
loans, the investment property is expected to have nominal cash flow during
1995 after mortgage debt service and estimated releasing and capital
improvement costs.  The Partnership's short-term liquidity is dependent
upon additional advances from JMB under the demand note discussed above. 
The ultimate source of the Partnership's liquidity is dependent upon a
refinancing and/or eventual sale of the Partnership's investment property. 
Although 245 Park has significant reserves ($44 million which includes $7.7
million in real estate tax escrows at September 30, 1995), due to property
cash needs and the O & Y partners' claims, it is not expected that any such
reserves would be distributable to the Partnership.

     The competitive market conditions in New York City have had a
significant adverse impact on the effective rental rates achieved on new
leases, which has in turn impacted the operating performance of 245 Park. 
These conditions have resulted from new office building development since
the Partnership's acquisition of its interest in the building, as well as
from increased vacancy due to the severe downsizing of most of the major
financial services companies which dominate the New York office markets. 
Although it appears that rental rates may have stabilized in the Midtown
market somewhat in 1994, no rental rate decreases are expected in the near
term.  Despite re-leasing a substantial amount of space during the past few
years, the net operating income from the building reflects the reduced
effective rental rates on such new leases as compared to the effective
rental rates for the leases that have expired or otherwise terminated. 
This decrease has partially offset the increase in annual base rent for a
majority of the Bear Stearns space.  In addition, there have been higher
costs on a cumulative basis than originally anticipated associated with re-
leasing most of this space, primarily because of the costs incurred (which
are currently approximately $18 per square foot) to remove asbestos-
containing materials to comply with current New York City code requirements
adopted after the Partnership acquired its interest in the building.  A
substantial portion of the asbestos removal work has been completed.

     An existing tenant, Rabobank Nederland, has renewed its lease of the
36th floor (scheduled to expire in September 1998) and has become a direct
tenant on the 37th and 38th floors (currently sublet from National
Commercial Bank and Bear Stearns, respectively) in its new lease (102,000
square feet) which expires in 2011.

    After taking into account this new lease, there still remain tenant
leases of approximately 307,000 and 180,000 square feet in the building
which are scheduled to expire in 1996 and 1997, respectively.  The
Partnership currently anticipates that several of these tenants will vacate
their space upon their lease expiration, and that the releasing costs for
this space, including the downtime to locate replacement tenants, will be
significant.

     There are certain risks and uncertainties associated with the
Partnership's investment made through the joint venture, including the
possibility that the O&Y partners might become unable or unwilling to
fulfill their financial or other obligations, or that the O&Y partners may
have economic or business interests or goals that are inconsistent with
those of the Partnership.

     The O&Y partners granted security interests in their interests in 245
Park to a syndicate of banks in order to secure certain loan obligations of
certain O&Y affiliates.  In August 1992, the Partnership received notice
from the lead bank of the syndicate alleging that such O&Y affiliates were
in default under these loan obligations and directing that all payments and
distributions due to the O&Y partners from 245 Park be delivered to the
lead bank.  According to published reports, an investor group purchased
participations in these obligations from the original syndicate of banks. 
In September 1995, the holder of the loan obligations issued a notice of
sale of, among other things, the interests of the O&Y partners in 245 Park
in an effort to realize upon the collateral for the loan obligations.  In
October 1995, each of the O&Y partners, as well as other O&Y affiliates,
filed for protection from creditors under Chapter 11 of the United States
Bankruptcy Code.  As a result of these bankruptcy filings, the attempted
sale of the O&Y partners' interests in 245 Park was stayed.

     The O&Y partners and certain other O&Y affiliates are preparing a plan
to restructure their ownership interests in various office buildings,
including the 245 Park Avenue office building, which could take the form of
one or more real estate investment trusts.  Any such restructuring would be
subject to the approval of the various creditors of the O&Y partners and
other O&Y affiliates as well as the bankruptcy court, and would likely
result in such creditors collectively obtaining control of such ownership
interests.  Although the Partnership has had discussions with the O&Y
partners and certain of the creditors concerning possible restructuring
proposals, because of the preliminary status and the complexity of the
proposals, as well as the current divergence in the interests of certain of
the creditors, the Partnership does not know at this time how a
restructuring, if effected, would affect 245 Park and/or the O&Y partners'
and the Partnership's respective interests therein.

RESULTS OF OPERATIONS

     The results of operations for the three and nine months ended
September 30, 1995 as compared to the three and nine months ended September
30, 1994 are primarily attributable to the operations of the real property
owned by the Partnership through the joint venture as described in Note 2.

     The increase in accounts payable to affiliates as of September 30,
1995 as compared to December 31, 1994 is primarily due to continued
deferral of expense reimbursements for legal and accounting services and
out-of-pocket costs owed to affiliates of the General Partners.

     The increases in accrued interest, demand note payable, accrued
interest payable to affiliate and the decrease in bank obligations payable
as of September 30, 1995 as compared to December 31, 1994 are due to the
interest accruals on certain of the term loans discussed above, payment of
principal and interest due on the LIBOR Note through July 1995 out of
advances under the demand note payable to JMB and interest accruals on such
advances as discussed above.

     The decrease in the Partnership's share of loss from operations of
unconsolidated venture for the three months ended September 30, 1995 as
compared to the three months ended September 30, 1994 is primarily due to
the accrual in September 1994 of default interest by 245 Park for the
period October 1, 1993 through September 30, 1994 on the first mortgage
loan at 18% per annum (of which the Partnership's share is approximately
$4,700,000) and for the period August 12, 1992 through September 30, 1994
on the second and fourth mortgage loans at 14% per annum (of which the
Partnership's share is approximately $2,300,000).  The increase in the
Partnership's share of loss from operations of unconsolidated venture for
the nine months ended September 30, 1995 as compared to its share of loss
from operations of unconsolidated ventures for the nine months ended
September 30, 1994 is primarily due to revenue of approximately $4,650,000
recognized by 245 Park in the first quarter of 1994 due to a lease
termination fee paid by National Commerce Bank, partially offset by the
accrual of the cumulative default interest in 1994.


PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     245 Park's first mortgage loan in the approximate principal amount of
$194,000,000 had an extended maturity date of January 1, 1994.  245 Park
did not repay the principal and accrued interest on the loan, but is
currently seeking a modification and extension of the loan.  245 Park has
continued to make, and the lender has continued to accept, monthly payments
of principal and interest in the same amount that were payable prior to its
original maturity date, October 31, 1993 as well as payment of a portion of
the default interest.  Accrued default interest is approximately
$18,722,000 at September 30, 1995.  245 Park continues to negotiate a
further modification and extension of its first mortgage loan. Reference is
made to Note 2 and to Liquidity and Capital Resources contained in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations section of this report for a discussion of the first mortgage
loan and 245 Park's efforts to obtain a modification and extension.

     The Partnership was previously notified that the junior mortgage loans
in the aggregate principal amount of approximately $192,500,000, secured by
the 245 Park Avenue office building were in default due to non-compliance
with certain lender financial reporting requirements, and the loans
subsequently matured in October 1994.  However, 245 Park has continued to
make, and the lender has continued to accept, monthly payments of interest
in the same amounts that were payable prior to October 1994 without
repayment.  As of the date of this Report, the holder of the junior
mortgage loans has not, to the knowledge of the Partnership, attempted to
exercise its remedies against the property.  The ability of 245 Park to
obtain a modification and extension of the junior mortgage loans will
depend upon, among other things, its obtaining a modification and extension
of the first mortgage loan.

     Interest on the Partnership's term loan in the principal amount of
$16,042,000 is payable monthly.  The Partnership has not made its monthly
interest payments on this loan since August 1995.  The amount of interest
in arrears as of the date of this report is $252,049.  The holder of the
term loan has not given notice of default or sought to exercise any
remedies arising out of the non-payment of monthly interest.

<TABLE>
PART II.  OTHER INFORMATION

     ITEM 5.  OTHER INFORMATION


                                                OCCUPANCY


     The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
property:

<CAPTION>
                                              1994                               1995               
                               -------------------------------------  ------------------------------
                                   At        At         At       At      At      At      At      At 
                                  3/31      6/30       9/30    12/31    3/31    6/30    9/30   12/31
                                  ----      ----       ----    -----    ----    ----   -----   -----
<S>                             <C>       <C>        <C>      <C>      <C>     <C>     <C>    <C>   

245 Park Avenue
  New York, New York . . . .       95%       95%        95%      95%     95%     96%     96%


</TABLE>
     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits.

           3-A.  Amended and Restated Agreement of Limited Partnership of
the Partnership is hereby incorporated by reference to Exhibit 3 to the
Partnership's Form 10-K Report for December 31, 1992 (File No. 0-13545)
filed on March 19, 1993.

           3-B.  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 by reference to Exhibit 3-B to the Partnership's Form
10-Q Report for March 31, 1995 (File No. 0-13545) filed on May 11, 1995.

           4-A.  Second Mortgage Note and related agreements between
Canadian Imperial Bank of Commerce and 245 Park Avenue Company is hereby
incorporated by reference to Exhibit 4-A to the Partnership's Registration
Statement on Form 10 (as amended) of the Securities Exchange Act of 1934
(File No. 0-13545) filed on April 29, 1985.

           4-B.  Loan agreement dated June 27, 1984 between JMB/245 Park
Avenue Associates and Continental Illinois National Bank and Trust Company
of Chicago is hereby incorporated by reference to Exhibit 4-B to the
Partnership's Registration Statement on Form 10 (as amended) of the
Securities Exchange Act of 1934 (File No. 0-13545) filed on April 29, 1985.

           4-C.  Promissory Notes dated December 30, 1983 between JMB/245
Park Avenue Associates and Continental Illinois National Bank and Trust
Company of Chicago  is hereby incorporated by reference to Exhibit 4-C to
the Partnership's Registration Statement on Form 10 (as amended) of the
Securities Exchange Act of 1934 (File No. 0-13545) filed on April 29, 1985.

           4-D.  $173,196,124.20 Mortgage Note dated September 28, 1983
between Aetna Life Insurance Company and O&Y Equity Corporation is hereby
incorporated by reference to Exhibit 4-D to the Partnership's Registration
Statement on Form 10 (as amended) of the Securities Exchange Act of 1934
(File No. 0-13545) filed on April 29, 1985.

           4-E.  $20,000,000 Mortgage Note dated September 28, 1983
between Aetna Life Insurance Company and O&Y Equity Corporation is hereby
incorporated by reference to Exhibit 4-E to the Partnership's Registration
Statement on Form 10 (as amended) of the Securities Exchange Act of 1934
(File No. 0-13545) filed on April 29, 1985.

           4-F.  Consolidation and Extension Agreement dated September
28, 1983 between Olympia and York Estates Company, O&Y Equity Corporation
and Aetna Life Insurance Company is hereby incorporated by reference to
Exhibit 4-F to the Partnership's Registration Statement on Form 10 (as
amended) of the Securities Exchange Act of 1934 (File No. 0-13545) filed on
April 29, 1985.

           4-G.  $20,000,000 refinanced Mortgage Note and Agreement dated
September 7, 1989 between Dai-Ichi Kangyo Bank and 245 Park Avenue Company
is hereby incorporated by reference to Exhibit 4-G to the Partnership's
Form 10-K Report for December 31, 1989 (File No. 0-13545) filed on March
28, 1990.

           4-H.  $17,000,000 Mortgage Note dated September 7, 1989
between Dai-Ichi Kangyo Bank and 245 Park Avenue Company is hereby
incorporated by reference to Exhibit 4-H to the Partnership's Form 10-K
Report for December 31, 1989 (File No. 0-13545) filed on March 28, 1990.

           4-I.  $4,000,000 Mortgage Note representing the $4,000,000
draw made in June 1990 is hereby incorporated by reference to Exhibit 4-I
to the Partnership's Form 10-K Report for December 31, 1989 (File No. 0-
13545) filed on March 28, 1990.

           4-J.  $4,000,000 Mortgage Note representing the $4,000,000
draw made in June 1991 is hereby incorporated by reference to Exhibit 4-J
to the Partnership's Form 10-K Report for December 31, 1991 (File No. 0-
13545) filed on March 27, 1992.

           4-K.  $17,000,000 Loan Agreement dated September 7, 1989
between 245 Park Avenue Company and Dai-Ichi Kangyo Bank is hereby
incorporated by reference to Exhibit 4-K to the Partnership's Form 10-K
Report for December 31, 1992 (File No. 0-13545) filed on March 19, 1993.

           4-L.  $4,000,000 Loan Agreement dated July 3, 1990 between 245
Park Avenue Company and Dai-Ichi Kangyo Bank is hereby incorporated by
reference to Exhibit 4-L to the Partnership's Form 10-K Report for December
31, 1992 (File No. 0-13545) filed on March 19, 1993.

           4-M.  Assignment of $147,500,000 mortgage dated September 7,
1989 between Canadian Imperial Bank of Commerce and Dai-Ichi Kangyo Bank,
Ltd. is hereby incorporated by reference to Exhibit 4-M to the
Partnership's Form 10-K Report for December 31, 1992 (File No. 0-13545)
filed on March 19, 1993.

           4-N.  Amended guaranty agreement dated April 15, 1991 between
JMB/245 Park Avenue Associates and Continental Bank N.A. (formerly,
Continental Illinois National Bank and Trust Company of Chicago) is hereby
incorporated by reference to Exhibit 4-N to the Partnership's Form 10-K
Report for December 31, 1992 (File No. 0-13545) filed on March 19, 1993.

           4-O.  $25,000,000 Guaranteed Promissory Note and related
documents dated December 31, 1993 between JMB/245 Park Avenue Associates
and Continental Bank are hereby incorporated by reference to Exhibit 4-O to
the Partnership's Form 10-K report for December 31, 1993 (File No. 0-13545)
filed on March 25, 1994.

           4-P.  $25,000,000 Fixed Rate Promissory Note and related
documents dated December 31, 1993 between JMB/245 Park Avenue Associates
and Continental Bank are hereby incorporated by reference to Exhibit 4-P to
the Partnership's Form 10-K report for December 31, 1993 (File No. 0-13545)
filed on March 25, 1994.

           4-Q.  $2,194,631.25 Interest Exchange Agreement Promissory
Note and related documents dated December 31, 1993 between JMB/245 Park
Avenue Associates and Continental Bank are hereby incorporated by reference
to Exhibit 4-Q to the Partnership's Form 10-K report for December 31, 1993
(File No. 0-13545) filed on March 25, 1994.

           4-R.  Subordinated Demand Note dated December 31, 1993 between
JMB/245 Park Avenue and JMB Realty Corporation is hereby incorporated by
reference to Exhibit 4-R to the Partnership's Form 10-K report for December
31, 1993 (File No. 0-13545) filed on March 25, 1994.

           4-S.  Letter of Commitment dated August 3, 1994 from Aetna and
245 Park Company detailing proposed terms to refinance the first mortgage
loan hereby incorporated by reference to Exhibit 4-S to the Partnership's
Form 10-K report for December 31, 1994 (File No. 0-13545) filed on March
27, 1995.

           4-T.  Letter Agreement dated April 6, 1995 from Aetna to 245
Park Avenue Company detailing proposed terms to refinance the first
mortgage loan is hereby incorporated by reference to the Partnership's 10-Q
Report for March 31, 1995 (File No. 0-13545) filed on May 11, 1995.

           4-U.  $16,042,000 Second Amended and Restated Promissory Note
and related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation, a copy of which is filed herewith.

           4-V.  $25,000,000 Second Amended and Restated Promissory Note
and related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation, a copy of which is filed herewith.

           4-W.  $2,194,631.25 Amended and Restated Promissory Note and
related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation, a copy of which is filed herewith.

           4-X.  Amended and Restated Demand Note dated August 1, 1995
between JMB/245 Park Avenue Associates and JMB Realty Corporation, a copy
of which is filed herewith.

           4-Y.  Fourth Amendment to Loan Documents dated August 1, 1995
between JMB/245 Park Avenue Associates, Ltd. and JMB Realty Corporation
detailing amendments to the term loans, a copy of which is filed herewith.

           4-Z.  Consent Agreement dated December 29, 1983 from JMB/245
Park Avenue Associates to Continental Illinois Bank of Chicago
(Continental) detailing the transactions for which the Partnership would
obtain Continental's consent, a copy of which is filed herewith.

           4-AA. Third Amended and Restated Security Agreement dated
August 1, 1995 between JMB/245 Park Avenue Associates, Ltd. and JMB Realty
Corporation, a copy of which is filed herewith.

           10-A. Acquisition documents dated December 29, 1983 relating
to the purchase by the Partnership of an interest in the American Brands
Building in New York, New York is hereby incorporated by reference to
Exhibit 10-A to the Partnership's Registration Statement on Form 10 (as
amended) of the Securities Exchange Act of 1934 (File No. 0-13545) filed on
April 29, 1985.

           10-B. Agreement dated December 29, 1983 between 245 Park
Avenue Company and O&Y Management Corporation relating to the management of
the American Brands Building in New York, New York is hereby incorporated
by reference to Exhibit 10-B to the Partnership's Registration Statement on
Form 10 (as amended) of the Securities Exchange Act of 1934 (File No. 0-
13545) filed on April 29, 1985.

           10-C. Lease Agreement between Olympia and York 245 Lease
Company and 245 Park Avenue Company and Bear Stearns Companies, Inc. dated
March 6, 1987 is hereby incorporated by reference to Exhibit 10-E to the
Partnership's Form 10-K Report for December 31, 1988 (File No. 0-13545)
filed on March 27, 1989.

           10-D. Side letter agreement dated March 6, 1987 between
Olympia & York 245 Lease Company, 245 Park Avenue Company and JMB/245 Park
Avenue Associates, Ltd. relating to the division of economic benefits and
costs of the Bear Stearns Companies, Inc. lease is hereby incorporated by
reference to Exhibit 10-F to the Partnership's Form 10-K Report for
December 31, 1992 (File No. 0-13545) filed on March 19, 1993.

           10-E. Amendment to Partnership Agreement, 245 Park Avenue
Company dated August 11, 1995 between JMB/245 Park Avenue Associates, Ltd.,
O&Y Equity Company, L.P., O&Y 245 Corp., Olympia & York 245 Park Avenue
Holding Company, L.P. and 245 Corp., a copy of which is filed herewith.

           27.   Financial Data Schedule

           (b)  No reports on Form 8-K have been filed for the quarter
covered by this report.

                             SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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:November 9, 1995


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




                           GAILEN J. HULL
                           Gailen J. Hull, Principal Accounting Officer
                      Date:November 9, 1995