FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549




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




For the quarter ended June 30, 2009        Commission file #0-13545



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




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



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




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




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") during the preceding 12 months (or for such
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 [  ]

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

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



<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


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


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


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



PART II    OTHER INFORMATION


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


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


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



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



<PAGE>


PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

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

                      CONSOLIDATED BALANCE SHEETS

                  JUNE 30, 2009 AND DECEMBER 31, 2008


                                ASSETS
                                ------

                                           JUNE 30,
                                            2009        DECEMBER 31,
                                         (UNAUDITED)       2008
                                        ------------    ------------
Current assets:
  Cash and cash equivalents . . . . .   $     16,489          12,112
  Interest and other receivables. . .          --              1,307
                                        ------------    ------------
          Total assets. . . . . . . .   $     16,489          13,419
                                        ============    ============


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

Current liabilities:
  Accounts payable. . . . . . . . . .   $     28,750          27,657
  Demand note payable to an affiliate,
    including accrued interest of
    $1,860,258 at June 30, 2009
    and $1,728,703 at December 31,
    2008. . . . . . . . . . . . . . .      6,429,542       6,137,987
                                        ------------    ------------
Commitments and contingencies

          Total liabilities . . . . .      6,458,292       6,165,644

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . .     26,664,247      26,664,247
    Cumulative cash distributions . .       (480,000)       (480,000)
    Cumulative net losses . . . . . .    (10,955,032)    (10,937,657)
                                        ------------    ------------
                                          15,229,215      15,246,590
                                        ------------    ------------
  Limited partners (943 interests at
   June 30, 2009 and December 31,
   2008):
    Capital contributions,
      net of offering costs . . . . .    113,057,394     113,057,394
    Cumulative cash distributions . .     (7,520,000)     (7,520,000)
    Cumulative net losses . . . . . .   (127,208,412)   (126,936,209)
                                        ------------    ------------
                                         (21,671,018)    (21,398,815)
                                        ------------    ------------
          Total partners' capital
            accounts (deficits) . . .     (6,441,803)     (6,152,225)
                                        ------------    ------------
                                        $     16,489          13,419
                                        ============    ============



     See accompanying notes to consolidated financial statements.


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF OPERATIONS

           THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
                              (UNAUDITED)



                          THREE MONTHS ENDED     SIX MONTHS ENDED
                                JUNE 30,              JUNE 30,
                         --------------------   -------------------
                            2009       2008       2009       2008
                         ---------   --------   --------   --------

Income:
  Interest income . . .  $   --           109      --           280
                         ---------   --------   --------   --------

Expenses:
  Interest. . . . . . .     67,200     87,386    131,555    188,217
  Professional
    services. . . . . .     22,403     16,342     92,894     87,703
  General and
    administrative. . .     31,906     29,631     65,129     62,564
                         ---------   --------   --------   --------
                           121,509    133,359    289,578    338,484
                         ---------   --------   --------   --------

      Net loss. . . . .  $(121,509)  (133,250)  (289,578)  (338,204)
                         =========   ========   ========   ========

      Net loss per
        limited
        partnership
        interest. . . .  $    (121)      (132)      (289)      (336)
                         =========   ========   ========   ========





























     See accompanying notes to consolidated financial statements.


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                SIX MONTHS ENDED JUNE 30, 2009 AND 2008
                              (UNAUDITED)



                                               2009          2008
                                            ----------    ----------
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . .   $ (289,578)     (338,204)
  Items not requiring (providing) cash:
  Changes in:
    Interest and other receivables. . . .        1,307          (424)
    Accounts payable. . . . . . . . . . .        1,093        15,807
    Interest payable to affiliate . . . .      131,555       188,217
                                            ----------    ----------

          Net cash used in
            operating activities. . . . .     (155,623)     (134,604)
                                            ----------    ----------

Cash flows from financing activities:
  Fundings of demand note payable . . . .      160,000       150,000
                                            ----------    ----------
          Net cash provided by
            financing activities. . . . .      160,000       150,000
                                            ----------    ----------

          Net increase in cash. . . . . .        4,377        15,396

          Cash and cash equivalents,
            beginning of period . . . . .       12,112           545
                                            ----------    ----------

          Cash and cash equivalents,
            end of period . . . . . . . .   $   16,489        15,941
                                            ==========    ==========


























     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

                        JUNE 30, 2009 AND 2008
                              (UNAUDITED)


GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2008,
which are included in the Partnership's 2008 Annual Report on Form 10-K
(File No. 0-13545) filed on March 27, 2009, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.  Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 2008 Annual Report on Form 10-K.

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

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

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

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


<PAGE>


RECENTLY ISSUED ACCOUNTING STANDARDS

     In September 2006, the Financial Accounting Standard Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) 157, "Fair Value
Measurements".  SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements.  SFAS 157 applies to
accounting pronouncements that require or permit fair value measurements,
except for share-based payment transactions under SFAS 123R.  The
Partnership was required to apply the guidance of SFAS 157 beginning
January 1, 2008.  However, in November 2007, the effective date of SFAS 157
as it relates to fair value measurement requirements for nonfinancial
assets and liabilities that are not remeasured at fair value on a recurring
basis was deferred for one year.  The adoption of SFAS 157 on January 1,
2008 did not have a material effect on the consolidated financial
statements or disclosure of the Partnership.  The adoption of the
provisions of SFAS 157 for nonfinancial assets and nonfinancial liabilities
on January 1, 2009 did not have a material effect on the consolidated
financial statements.

     In May 2009, the FASB issued SFAS 165, "Subsequent Events" ("SFAS
165").  SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.  SFAS 165
sets forth (1) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements; (2) the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in the
financial statements; and (3) the disclosures that an entity should make
about events or transactions that occurred after the balance sheet date.
SFAS 165 is effective for interim or annual financial periods ending after
June 15, 2009.  The Partnership adopted the provisions of SFAS 165 for the
reporting period ended June 30, 2009, without a material effect on the
financial statements.  The Partnership has evaluated subsequent events
through the date the financial statements were issued as part of the
quarterly report filed on Form 10-Q for the period ended June 30, 2009.

TRANSACTIONS WITH AFFILIATES

     The operations of the Partnership since 2004 have been funded
entirely by cash advances from JMB which totaled $1,087,000 as of June 30,
2009 ($160,000 of which was funded during the six months ended June 30,
2009) and which, together with the amount owed and rolled over from prior
notes, are evidenced by the Demand Note.  An additional advance of $10,000
was made by JMB in July.  The Demand Note, which had an outstanding balance
of unpaid principal and accrued interest at June 30, 2009 of $6,429,542,
accrues interest at prime plus 1 percent, with interest compounded
quarterly and included in principal, and is secured by the Partnership's
indirect interest in BFP, LP.  JMB is under no obligation to make further
advances and has the right to require repayment of the Demand Note together
with accrued and unpaid interest at any time.

     In accordance with the Partnership Agreement, the Corporate General
Partner and its affiliates are entitled to receive payment or reimbursement
for direct expenses and out-of-pocket expenses related to the
administration of the Partnership and operation of the Partnership's real
property investment.  Additionally, the Corporate General Partner and its
affiliates are entitled to reimbursements for portfolio management, legal
and accounting services.  The Partnership incurred costs of $11,827 and
$3,131 for the six months ended June 30, 2009 and 2008, respectively, for
these services, of which $5,000 was unpaid as of June 30, 2009.

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



<PAGE>


ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying financial statements as of June 30, 2009 and
2008 and for the three and six months ended June 30, 2009 and 2008.



PART I.  FINANCIAL INFORMATION

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

LIQUIDITY AND CAPITAL RESOURCES

     Capitalized terms used herein but not defined have the same meanings
as in the Partnership's 2008 Annual Report on Form 10-K.

     The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional cash advances from JMB and there is
no assurance that such advances will continue to be made.  The operations
of the Partnership since 2004 have been funded entirely by cash advances
from JMB which totaled $1,087,000 as of June 30, 2009 ($160,000 of which
was funded during the six months ended June 30, 2009) and which, together
with the amount owed and rolled over from prior notes, are evidenced by the
Demand Note.  An additional advance of $10,000 was made by JMB in July.
The Demand Note, which had an outstanding balance of unpaid principal and
accrued interest at June 30, 2009 of $6,429,542, accrues interest at prime
plus 1 percent, with interest compounded quarterly and included in
principal, and is secured by the Partnership's indirect interest in BFP,
LP.  JMB is under no obligation to make further advances and has the right
to require repayment of advances previously made together with accrued and
unpaid interest at any time.

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

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



<PAGE>


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

     It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment.  However, it is expected
that Holders of Interests will be allocated a substantial amount of
additional gain for Federal and state income tax purposes as a result of
transactions which may occur over the remaining term of the Partnership.
These transactions include (i) a sale or other disposition of the 245 Park
Avenue property or other properties in which BFP, LP owns an interest; (ii)
a sale or other disposition of the Partnership's interest in BFP, LP
(including a redemption of the Retained Interest); or (iii) a significant
reduction in the indebtedness of the 245 Park Avenue property or other
indebtedness of the Partnership for Federal and state income tax purposes.
Moreover, none of these transactions is expected to result in Holders of
Interests receiving any significant cash distributions.  The amount of gain
for Federal and state income tax purposes to be allocated to a Holder of
Interests over the remaining term of the Partnership is expected to be, at
a minimum, equal to all or most of the amount of such Holder's deficit
capital account for tax purposes.  Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holder of
Interests.  The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.

RESULTS OF OPERATIONS

     The operations of the Partnership since 2004 have been funded
entirely by cash advances from JMB which totaled $1,087,000 as of June 30,
2009 ($160,000 of which was funded during the six months ended June 30,
2009) and which, together with the amount owed and rolled over from prior
notes, are evidenced by the Demand Note at June 30, 2009.

     The increase in demand note payable to an affiliate at June 30, 2009
as compared to December 31, 2008 is due to fundings totaling $160,000 and
interest of approximately $132,000 added to the principal in 2009.

     The decreases in interest expense for the three and six months ended
June 30, 2009 as compared to the three and six months ended June 30, 2008
are due to lower effective interest rates in 2009.

     The increases in fees for professional services for the three and six
months ended June 30, 2009 as compared to the same periods in 2008 are due
to higher fees incurred for tax and accounting services.




<PAGE>


ITEM 4T.  CONTROLS AND PROCEDURES

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




<PAGE>


PART II.  OTHER INFORMATION


     ITEM 1.  LEGAL PROCEEDINGS

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


     ITEM 1A. RISK FACTORS

     There has been no known material changes from risk factors as
previously disclosed in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 2008.


     ITEM 6.  EXHIBITS

     (a)   Exhibits.

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

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

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

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

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

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

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


<PAGE>


                              SIGNATURES


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


                      JMB/245 PARK AVENUE ASSOCIATES, LTD.

                      BY:   JMB Park Avenue, Inc.
                            Corporate General Partner


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Vice President
                      Date: August 13, 2009


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


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Chief Financial Officer
                            and Principal Accounting Officer
                      Date: August 13, 2009