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, 1996     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. . . . . . . . . . . . . . .     9



PART II    OTHER INFORMATION


Item 3.    Defaults Upon Senior Securities. . . . . . . . . .    10

Item 5.    Other Information. . . . . . . . . . . . . . . . .    11

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    12






<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                                               BALANCE SHEETS

                                  SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                                 (UNAUDITED)


                                                   ASSETS
                                                   ------
<CAPTION>
                                                                           SEPTEMBER 30,   DECEMBER 31, 
                                                                               1996            1995     
                                                                           -------------   ------------ 
<S>                                                                       <C>             <C>           
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .     $     6,178           4,275 
                                                                            ------------   ------------ 

                                                                            $     6,178           4,275 
                                                                            ============   ============ 

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

Current liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .     $     34,279         62,089 
  Deferred interest payable to affiliate. . . . . . . . . . . . . . . .        5,779,648      3,506,301 
  Demand note payable to affiliate. . . . . . . . . . . . . . . . . . .       12,375,592     12,029,591 
                                                                            ------------   ------------ 
          Total current liabilities . . . . . . . . . . . . . . . . . .       18,189,519     15,597,981 
Notes payable to affiliate - long-term. . . . . . . . . . . . . . . . .       43,236,631     43,236,631 
                                                                            ------------   ------------ 
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . . .       61,426,150     58,834,612 

Investment in unconsolidated venture, at equity . . . . . . . . . . . .       80,332,968     76,242,265 
Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .            1,000          1,000 
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .         (480,000)      (480,000)
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .      (13,514,219)   (13,113,399)
                                                                            ------------   ------------ 
                                                                             (13,993,219)   (13,592,399)
                                                                            ------------   ------------ 
  Limited partners (1,000 interests):
    Capital contributions, net of offering costs. . . . . . . . . . . .      113,057,394    113,057,394 
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (7,520,000)    (7,520,000)
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . .     (233,297,115)  (227,017,597)
                                                                            ------------   ------------ 
                                                                            (127,759,721)  (121,480,203)
                                                                            ------------   ------------ 
          Total partners' capital accounts (deficits) . . . . . . . . .     (141,752,940)  (135,072,602)
                                                                            ------------   ------------ 
                                                                            $      6,178          4,275 
                                                                            ============   ============ 



<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, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1996          1995          1996          1995    
                                                   -----------    ----------   -----------    ---------- 
<S>                                               <C>            <C>          <C>            <C>         
Income:
  Interest income . . . . . . . . . . . . . . . .  $   --              --            --            --    
                                                   -----------    ----------   -----------    ---------- 
Expenses:
  Interest. . . . . . . . . . . . . . . . . . . .      763,520       804,647     2,273,347     2,370,251 
  Professional services . . . . . . . . . . . . .      111,532         7,545       242,028        35,745 
  General and administrative. . . . . . . . . . .       42,070        11,159        74,260        40,707 
                                                   -----------    ----------   -----------    ---------- 

                                                       917,122       823,351     2,589,635     2,446,703 
                                                   -----------    ----------   -----------    ---------- 

          Operating earnings (loss) . . . . . . .     (917,122)     (823,351)   (2,589,635)   (2,446,703)

Partnership's share of earnings (loss) 
  from operations of unconsolidated 
  venture . . . . . . . . . . . . . . . . . . . .     (541,976)   (1,498,095)   (4,090,703)   (3,061,255)
                                                   -----------    ----------   -----------    ---------- 

          Net earnings (loss) . . . . . . . . . .  $(1,459,098)   (2,321,446)   (6,680,338)   (5,507,958)
                                                   ===========    ==========   ===========    ========== 

          Net earnings (loss) per 
            limited partnership 
            interest. . . . . . . . . . . . . . .  $    (1,372)       (2,182)       (6,280)       (5,177)
                                                   ===========    ==========   ===========    ========== 





<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, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1996             1995    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (6,680,338)     (5,507,958)
  Items not requiring (providing) cash or cash equivalents:
    Partnership's share of loss from operations of 
      unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . .     4,090,703       3,061,255 
  Changes in:
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (27,810)         20,955 
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,273,347       1,357,460 
                                                                             ------------     ----------- 
          Net cash provided by (used in) operating activities . . . . . . .      (344,098)     (1,068,288)
                                                                             ------------     ----------- 

Cash flows from financing activities:
  Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         --            (11,212)
  Principal payments on bank obligations payable. . . . . . . . . . . . . .         --         (2,707,000)
  Fundings of note payable to affiliate . . . . . . . . . . . . . . . . . .       346,001       3,786,500 
                                                                             ------------     ----------- 
          Net cash provided by (used in) financing activities . . . . . . .       346,001       1,068,288 
                                                                             ------------     ----------- 
          Net increase (decrease) in cash and cash equivalents. . . . . . .  $      1,903           --    
                                                                             ============     =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $     --           1,012,791 
                                                                             ============     =========== 
  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, 1996 AND 1995

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995,
which are included in the Partnership's 1995 Annual Report on Form 10-K
(File No. 0-13545) filed on March 25, 1996, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.  Capitalized terms
used but not defined in this quarterly report, have the same meaning as the
Partnership's 1995 Annual Report on Form 10-K

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

     Certain amounts in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.

     Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.


245 PARK

     As a result of the well-publicized financial difficulties of the O&Y
partners and their affiliates, in October 1995 each of the O&Y partners and
certain other O&Y affiliates (but not the joint venture) filed for
bankruptcy protection from creditors under Chapter 11 of the United States
Bankruptcy Code.   Since that time, the O&Y partners and these certain
other O&Y affiliates have been attempting to restructure their ownership
interest in various office buildings, including their interest in the 245
Park Avenue office building.  In connection with such restructuring, the
joint venture filed for bankruptcy under Chapter 11 of the United States
Bankruptcy Code in April 1996 seeking approval of a plan of reorganization
by its creditors and the partners of the joint venture, including the
Partnership and in August 1996, an Amended Plan of Reorganization and
Disclosure Statement (the "Plan") was filed with the Bankruptcy Court.  The
Plan was accepted by the various classes of claims and equity holders and
confirmed by the Court on September 20, 1996.  The Plan will become
effective upon completion of several additional steps.  The conditions to
the Plan being effective include, but are not limited to, the completion of
significant refinancing and capital transactions regarding 245 Park Avenue
as well as other properties.  The effective date of the Plan, by its terms,
must occur no later than December 31, 1996.  There can be no assurance that
the Plan will be made effective.  If the Plan is made effective, the
Partnership will own (through a limited liability company of which the
Partnership is a 99% member) an approximate 5.44% general partner interest
in a newly formed partnership, World Financial Properties,L.P. ("WFP LP"). 
Certain structuring details remain to be finalized.  The managing general
partner of WFP LP would be an entity affiliated with certain O&Y creditors
and the proponents of the Plan.  WFP LP's principal assets will be majority
and controlling interests in the following six office buildings:


     PROPERTY AND LOCATION                    NET RENTABLE AREA

   One World Financial Center                 1,510,987 square feet
    New York, New York

   Two World Financial Center                 2,581,228 square feet
    New York, New York

   Four World Financial Center                1,813,659 square feet
    New York, New York

   One Liberty Plaza                          2,100,000 square feet
    New York, New York

   245 Park Avenue                            1,617,779 square feet
    New York, New York

   53 State Street                            1,120,162 square feet
    Boston, Massachusetts

     Effectiveness of the Plan is conditioned upon refinancings of the
first and junior mortgage loans secured by 245 Park Avenue in the aggregate
principal amount of approximately $383,000,000 at September 30, 1996.  As
previously reported, the first mortgage loan matured January 1, 1994 and
the junior mortgage loans matured on October 1, 1994.  The joint venture
and the first mortgage lender have continued to negotiate a modification
and extension  of the first mortgage loan.  While negotiations with the
first mortgage lender have been taking place, such lender has refrained
from taking any actions or exercising any of its remedies as a result of
the loan having matured on January 1, 1994, and the joint venture has
continued to make monthly payments of principal and interest.  To date, the
holder of the junior mortgage loans has refrained from taking any action or
exercising any of its remedies as a result of the loans maturing on October
1, 1994, and the joint venture has continued to make, and the holder of the
junior loans has continued to accept, monthly payments of interest.

     If the Plan is not consummated or the joint venture is unable to
extend its mortgage loans, the joint venture would likely not be able to
maintain ownership of the property as the lenders may seek to acquire the
property.  If the lenders acquired title, the Partnership would then
proceed to terminate its affairs.

     Even if the Plan is made effective, WFP LP and the Partnership will
each have a substantial amount of indebtedness.   If the 245 Park Avenue
building were sold, regardless of whether the Plan is made effective, any
proceeds would be first applied to repayment of the mortgage and other
indebtedness.  In any event, any net proceeds obtained by the Partnership
would then be used to satisfy notes payable to JMB Realty Corporation
(aggregating approximately $61,400,000 at September 30, 1996).  Only after
such applications would any remaining proceeds be available to be
distributed to the Limited Partners.  As a result, it is unlikely that the
Limited Partners ever will receive any significant portion of their
original investment.  However, in the event of a sale or other disposition
of the property (including a transfer to the lenders), the Limited Partners
would recognize substantial gain for Federal income tax purposes
(corresponding to all or most of their deficit capital accounts for tax
purposes).  For certain Limited Partners, such taxable gain may be largely
offset by suspended passive losses.  Each Limited Partner's tax liability
will depend on such Limited Partner's own tax situation.


TRANSACTIONS WITH AFFILIATES

     As noted on the accompanying balance sheets, the Partnership has notes
payable and related deferred interest payable to JMB Realty Corporation, an
affiliate of the General Partners.

     In accordance with the Partnership agreement, the Corporate General
Partner and its affiliates are entitled to receive 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 $5,300 and $10,599 for the nine months ended
September 30, 1996 and 1995, respectively, payable to an affiliate of the
general partner for portfolio management, legal and accounting services. 
The Partnership had a total of $19,432 of such costs unpaid as of September
30, 1996.

UNCONSOLIDATED VENTURE - SUMMARY INFORMATION

     Summary income statement information for 245 Park for the nine months
ended September 30, 1996 and 1995 is as follows:

                                             1996           1995    
                                         -----------     ---------- 

     Total income . . . . . . . . . .    $74,873,544     74,754,090 
                                         ===========     ========== 
     Operating loss . . . . . . . . .    $(8,478,140)    (6,344,571)
                                         ===========     ========== 
     Partnership's share
       of loss. . . . . . . . . . . .    $(4,090,703)    (3,061,255)
                                         ===========     ========== 

     245 Park received $16,350,000 in lease termination fees ($17,000,000
discounted at 9% for early payment) from Creditanstalt-Bankverien.  The
related revenue will be recognized during 1996 when the tenant vacates the
premises.


ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying figures as of September 30, 1996 and for the
three and nine months ended September 30, 1996 and 1995.



PART I.  FINANCIAL INFORMATION

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

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

     The mortgage loans secured by the 245 Park Avenue building have
matured without repayment.  If the plan does not become effective, 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.  In the event of a sale or other disposition of the property
(including a transfer to the mortgage lenders), Limited Partners would
recognize a substantial gain for Federal income tax purposes (corresponding
to all or most of their deficit capital accounts for tax purposes),
regardless of whether any proceeds from such sale or other disposition were
available for distribution to the Limited Partners.

     The Partnership's short-term liquidity is dependent upon additional
advances under the demand note payable to JMB.

RESULTS OF OPERATIONS

     The increase in deferred interest payable to an affiliate as of
September 30, 1996 as compared to December 31, 1995 is due to the interest
accruals on certain of the term loans and the demand note payable to JMB.

     The increase in demand note payable to an affiliate at September 30,
1996 as compared to December 31, 1995 is due to advances received from such
affiliate.

     The decrease in interest expense for the three and nine month periods
ending September 30, 1996 compared to the same periods in 1995 is due to a
reduction in 1996 in the Partnership's variable rate notes payable.

     The increase in professional services and general and administrative
for the three and nine months ended September 30, 1996 as compared to the
three and nine months ended September 30, 1995 is primarily attributable to
the restructuring of 245 Park.

     The increase in the Partnership's share of loss from operations of
unconsolidated venture for the nine months ended September 30, 1996 as
compared to the nine months ended September 30, 1995 is primarily due to
increased property operating costs and mortgage interest expense accruing
at default rates in 1996.  245 Park had suspended the accrual of interest
at default rates on the first mortgage loan for the period March 1 through
July 31, 1995 according to the provisions of the refinancing commitment
entered into with the lender which has subsequently expired by its term. 
The decrease in loss from operations of unconsolidated venture for the
three month period ending September 30, 1996 compared to the same period in
1995 is primarily due to reduction in interest expense on loans from the
O&Y Partners and their affiliates.  During 1996, the joint venture ceased
accruing interest on these loans when 245 Park filed for bankruptcy
protection.

PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     245 Park's first mortgage loan in the approximate principal amount of
$190,500,000 had an extended maturity date of January 1, 1994.  245 Park
did not repay the principal and accrued interest on the loan at maturity,
but sought a modification and extension of the loan.  The junior mortgage
loans, in the aggregate principal amount of approximately $192,500,000,
secured by the 245 Park Avenue office building, matured in October 1994
without repayment.  245 Park also sought modification and extension of each
of the junior mortgage loans.  Reference is made to the notes for further
information concerning the mortgage loans.





<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>
                                                 1995                                1996               
                                  -------------------------------------   ------------------------------
                                     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%       96%        96%       96%     96%      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 report for December 31, 1992 on Form 10-K (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.  $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-C.  $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-D.  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-E.  $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
report for December 31, 1989 on Form 10-K (File No. 0-13545) filed on March
28, 1990.

           4-F.  $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 report for
December 31, 1989 on Form 10-K (File No. 0-13545) filed on March 28, 1990.

           4-G.  $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 report for December 31, 1989 on Form 10-K (File No. 0-
13545) filed on March 28, 1990.

           4-H.  $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 report for December 31, 1991 on Form 10-K (File No. 0-
13545) filed on March 27, 1992.

           4-I.  $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 report for
December 31, 1992 on Form 10-K  (File No. 0-13545) filed on March 19, 1993.

           4-J.  $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 report for December 31, 1992
on Form 10-K  (File No. 0-13545) filed on March 19, 1993.

           4-K.  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 report for December 31, 1992 on Form 10-K (File No. 0-13545)
filed on March 19, 1993.

           4-L.  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 report for December 31, 1993
on Form 10-K  (File No. 0-13545) filed on March 25, 1994.

           4-M.  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
report for December 31, 1994 on Form 10-K (File No. 0-13545) filed on March
27, 1995.

           4-N.  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
report for March 31, 1995 on Form 10-Q (File No. 0-13545) filed on May 11,
1995.

           4-O.  $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 is hereby incorporated herein by
reference to the Partnership's report for September 30, 1995 on Form 10-Q
(File No. 0-13545) filed on November 13, 1995.

           4-P.  $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 is hereby incorporated herein by
reference to the Partnership's report for September 30, 1995 on Form 10-Q
(File No. 0-13545) filed on November 13, 1995.

           4-Q.  $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 is hereby incorporated herein by
reference to the Partnership's report for September 30, 1995 on Form 10-Q
(File No. 0-13545) filed on November 13, 1995.

           4-R.  Amended and Restated Demand Note dated August 1, 1995
between JMB/245 Park Avenue Associates and JMB Realty Corporation is hereby
incorporated herein by reference to the Partnership's report for September
30, 1995 on Form 10-Q (File No. 0-13545) filed on November 13, 1995.

           4-S.  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 is hereby incorporated herein by
reference to the Partnership's report for September 30, 1995 on Form 10-Q
(File No. 0-13545) filed on November 13, 1995.

           4-T.  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 is hereby incorporated herein by reference to
the Partnership's report for September 30, 1995 on Form 10-Q (File No. 0-
13545) filed on November 13, 1995.

           4-U.  Third Amended and Restated Security Agreement dated
August 1, 1995 between JMB/245 Park Avenue Associates, Ltd. and JMB Realty
Corporation is hereby incorporated herein by reference to the Partnership's
report for September 30, 1995 on Form 10-Q (File No. 0-13545) filed on
November 13, 1995.

           10-A. 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 report for December 31, 1988 on Form 10-K  (File No. 0-13545)
filed on March 27, 1989.

           10-B. 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 report for December 31, 1992
on Form 10-K  (File No. 0-13545) filed on March 19, 1993.

           10-C. Amendment to Partnership Agreement, 245 Park Avenue
Company dated October 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. is hereby incorporated herein by
reference to the Partnership's report for September 30, 1995 on Form 10-Q
(File No. 0-13545) filed on November 13, 1995.

           10-D. Consent and Agreement dated June 21, 1991 between
JMB/245 Park Avenue Associates, Ltd., 245 Park Avenue Company, Ltd., and O
& Y Equity Company, L.P. and Morgan Guarantee Trust Company of New York, is
hereby incorporated herein by reference to the Partnership's report for
March 31, 1996 on Form 10-Q (File No. 0-13545) filed on May 10, 1996.

           10-E. Amended Business Certificate for Partners dated June 30,
1988 between O & Y Equity Company, L.P., Olympia & York 245 Park Avenue
Holding Company and JMB/245 Park Avenue Associates, Ltd., is hereby
incorporated herein by reference to the Partnership's report for March 31,
1996 on Form 10-Q (File No. 0-13545) filed on May 10, 1996.

           10-F. First Amendment to First Amended and Restated Agreement
of General Partnership of 245 Park Avenue Company dated December 29, 1986
between JMB/245 Park Avenue Associates, Ltd., O & Y Equity Corp., Fame
Associates, and O & Y Interests Corp., is hereby incorporated herein by
reference to the Partnership's report for March 31, 1996 on Form 10-Q (File
No. 0-13545) filed on May 10, 1996.

           10-G. Loan Transaction Agreement dated September 7, 1989
between O & Y Equity Company, L.P. and JMB/245 Park Avenue Associates,
Ltd., is hereby incorporated herein by reference to the Partnership's
report for March 31, 1996 on Form 10-Q (File No. 0-13545) filed on May 10,
1996.

           10-H. Third Amended Joint Plan of Reorganization dated
September 12, 1996 is filed herewith.

           27.   Financial Data Schedule


      (b)  No reports on Form 8-K have been filed during the last quarter
of the period 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 8, 1996


     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 8, 1996