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, 2001                           Commission file #0-14547




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




                Illinois                     36-3339372
      (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 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 [  ]




<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. . . . . . . . . . . . . . .    12




PART II    OTHER INFORMATION

Item 3.    Defaults upon Senior Securities. . . . . . . . . .    17

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    17







<PAGE>


PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

                    JMB/MANHATTAN ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)

                            BALANCE SHEETS
               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                              (UNAUDITED)


                                ASSETS
                                ------

                                       SEPTEMBER 30,     DECEMBER 31,
                                           2001             2000
                                       -------------     -----------
Current assets:
  Cash and cash equivalents . . . . .    $   368,048          18,822
  Interest receivable . . . . . . . .          2,412           --
                                         -----------     -----------
                                         $   370,460          18,822
                                         ===========     ===========


         LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
         -----------------------------------------------------
Current liabilities:
  Note payable to an affiliate -
    current portion . . . . . . . . .    $     --            350,110
  Accounts payable. . . . . . . . . .          7,832             240
  Amounts due to affiliates . . . . .        954,980         824,148
                                         -----------   -------------
          Total current liabilities .        962,812       1,174,498

Partnership's share of the maximum
  unfunded obligation under the
  indemnification agreement . . . . .          --          2,136,474
Distributions received in excess
  of recorded investment. . . . . . .        661,228         661,228
                                         -----------   -------------
          Total liabilities . . . . .      1,624,040       3,972,200

Commitments and contingencies

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . .          1,500           1,500
    Cumulative net earnings (losses).     (1,155,823)     (1,294,982)
    Cumulative cash distributions . .       (774,962)       (737,500)
                                        ------------   -------------
                                          (1,929,285)     (2,030,982)
                                        ------------   -------------
  Limited partners:
    Capital contributions,
      net of offering costs . . . . .     57,042,489      57,042,489
    Cumulative net earnings (losses).    (37,367,784)    (40,964,885)
    Cumulative cash distributions . .    (18,999,000)    (18,000,000)
                                        ------------   -------------
                                             675,705      (1,922,396)
                                        ------------   -------------
          Total partners' capital
            accounts (deficits) . . .     (1,253,580)     (3,953,378)
                                        ------------   -------------
                                        $    370,460          18,822
                                        ============   =============


            See accompanying notes to financial statements.


<PAGE>


<table>
                                       JMB/MANHATTAN ASSOCIATES, LTD.
                                           (A LIMITED PARTNERSHIP)

                                          STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                                 (UNAUDITED)

<caption>

                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                  --------------------------  --------------------------
                                                       2001          2000          2001          2000
                                                   -----------    ----------   -----------    ----------

                                               <c>            <c>          <c>            <c>
Income:
  Interest income . . . . . . . . . . . . . . . .   $   39,824         --           48,696         --
                                                    ----------    ----------    ----------    ----------
                                                        39,824         --           48,696         --
                                                    ----------    ----------    ----------    ----------
Expenses:
  Interest. . . . . . . . . . . . . . . . . . . .       20,805        23,652        69,370        68,229
  Professional services . . . . . . . . . . . . .        2,291         8,090        25,191        37,965
  Management fees to General Partners . . . . . .       62,437         --           62,437         --
  General and administrative. . . . . . . . . . .       18,766        15,776        70,653        59,842
                                                    ----------    ----------    ----------    ----------
                                                       104,299        47,518       227,651       166,036
                                                    ----------    ----------    ----------    ----------

                                                       (64,475)      (47,518)     (178,955)     (166,036)
Partnership's share of the reduction of the
  maximum unfunded obligation under and
  income related to termination of the
  indemnification agreement . . . . . . . . . . .        --           22,367     3,572,177        67,101
                                                    ----------    ----------    ----------    ----------

        Earnings (loss) before gain on sale of
          indirect interest . . . . . . . . . . .      (64,475)      (25,151)    3,393,222       (98,935)

Partnership's share of gain on sale of
  indirect partnership interest . . . . . . . . .        --            --          343,038         --
                                                    ----------    ----------    ----------    ----------
        Net earnings (loss) . . . . . . . . . . .   $  (64,475)      (25,151)    3,736,260       (98,935)
                                                    ==========    ==========    ==========    ==========





<PAGE>


                                       JMB/MANHATTAN ASSOCIATES, LTD.
                                           (A LIMITED PARTNERSHIP)

                                    STATEMENTS OF OPERATIONS - Continued




                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                  --------------------------  --------------------------
                                                       2001          2000          2001          2000
                                                   -----------    ----------   -----------    ----------

        Net earnings (loss) per limited
          partnership interest:
            Earnings (loss) before gain on sale
              of indirect interest. . . . . . . .   $      (62)          (24)        3,261           (95)
            Partnership's share of gain on sale
              of indirect partnership interest. .        --            --              340         --
                                                    ----------    ----------    ----------    ----------
                                                    $      (62)          (24)        3,601           (95)
                                                    ==========    ==========    ==========    ==========

        Cash distribution per limited
          partnership interest. . . . . . . . . .   $    1,000         --            1,000         --
                                                    ==========    ==========    ==========    ==========





















<fn>
                               See accompanying notes to financial statements.
</table>


<PAGE>


                    JMB/MANHATTAN ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)

                  STATEMENTS OF CHANGES IN CASH FLOWS

             NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)


                                                2001         2000
                                             ----------   ----------
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . .    $3,736,260      (98,935)
  Items not requiring (providing) cash
   or cash equivalents:
    Partnership's share of the reduction
      of the maximum unfunded obligation
      under and income related to the
      termination of the indemnification
      agreement . . . . . . . . . . . . .    (3,572,177)     (67,101)
    Partnership's share of gain on sale
      of indirect partnership interest. .      (343,038)       --
  Changes in:
    Interest receivable . . . . . . . . .        (2,412)       --
    Accounts payable. . . . . . . . . . .         7,592       (2,329)
    Amounts due to affiliates . . . . . .        68,415         (812)
    Amounts due to affiliates -
      accrued interest. . . . . . . . . .        62,417       56,741
    Note payable to an affiliate -
      accrued interest. . . . . . . . . .         --          11,488
                                             ----------   ----------
          Net cash provided by (used in)
            operating activities. . . . .       (42,943)    (100,948)

Cash flows from investing activities:
  Partnership's distribution from
    unconsolidated venture. . . . . . . .     1,435,703        --
  Partnership's distribution from
    unconsolidated venture
    - sale proceeds . . . . . . . . . . .       343,038        --
                                             ----------   ----------
          Net cash provided by
            investing activities. . . . .     1,778,741        --
                                             ----------   ----------
Cash flows from financing activities:
  Amounts received from affiliates. . . .        40,000       85,000
  Payment on note payable to affiliate. .      (390,110)       --
  Distributions to general partners . . .       (37,462)       --
  Distributions to limited partners . . .      (999,000)       --
                                             ----------   ----------
          Net cash provided by (used in)
            financing activities. . . . .    (1,386,572)      85,000
                                             ----------   ----------
          Net increase (decrease) in cash
            and cash equivalents. . . . .       349,226      (15,948)
          Cash and cash equivalents,
            beginning of year . . . . . .        18,822       18,146
                                             ----------   ----------
          Cash and cash equivalents,
            end of period . . . . . . . .    $  368,048        2,198
                                             ==========   ==========

Supplemental disclosure of cash flow
 information:
  Cash paid for mortgage and other
    interest. . . . . . . . . . . . . . .    $    6,955        --
                                             ==========   ==========

            See accompanying notes to financial statements.


<PAGE>


                    JMB/MANHATTAN ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)

                     NOTES TO FINANCIAL STATEMENTS

                      SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)


GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 2000, which
are included in the Partnership's 2000 Annual Report on Form 10-K (File
No. 0-14547) dated March 23, 2001, 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 2000 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.


JMB/NYC

     JMB/NYC is a limited partnership among Property Partners, L.P.,
Carlyle-XIV Associates, L.P. and Carlyle-XIII Associates, L.P. as limited
partners and Carlyle Managers, Inc. as the sole general partner.  The
Partnership is a 25% shareholder of Carlyle Managers, Inc.  The Partnership
currently holds, indirectly as a limited partner of Property Partners,
L.P., an approximate 25% limited partnership interest in JMB/NYC.  The sole
general partner of Property Partners, L.P. is Carlyle Investors, Inc., of
which the Partnership is a 25% shareholder.  The general partner in each of
JMB/NYC and Property Partners, L.P. is an affiliate of the Partnership.

     As a result of the 1996 restructuring, JMB/NYC had an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equaled approximately 4.9% of the
reorganized and restructured ventures owning 237 Park and 1290 Avenue of
the Americas ("the Properties").  Neither O&Y nor any of its affiliates
retained any direct or indirect continuing interest in the Properties.  The
new ownership structure gave control of the Properties to an unaffiliated
real estate investment trust ("REIT") owned primarily by holders of the
first mortgage debt that encumbered the Properties prior to the bankruptcy.

JMB/NYC had, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
certain other transactions that would have significantly reduced
indebtedness of the Properties.  In general, at any time on or after
January 2, 2001, an affiliate of the REIT had the right to purchase
JMB/NYC's interest in the Properties for an amount based on a formula
relating to the operations of the Properties (the "Formula Price").



<PAGE>


     The restructuring and reorganization discussed above eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under the previous joint venture agreements for the
Properties (other than that related to a certain indemnification agreement
provided in connection with such restructuring).  In 1995, the Partnership
distributed to its partners virtually all of its working capital funds
leaving as the Partnership's only asset its receivable from JMB Realty
Corporation ("JMB"), an affiliate of the Corporate General Partner.  This
receivable had been the Partnership's sole source of capital to fund
continuing operations of the Partnership.  During 1996, such receivable was
collected and the proceeds thereof were used by the Partnership toward
funding its portion of the collateral required pursuant to the $25,000,000
indemnification (which was reduced to $14,285,000 and then cancelled as
discussed below) provided by the Partnership and the other Affiliated
Partners to the REIT as of the Effective Date.  The balance of the
Partnership's share of the collateral was advanced by JMB in order for the
Partnership to satisfy its full portion as discussed below.  The
Partnership's sources of capital to fund continuing operations are the
Partnership's share of the proceeds from the sale of JMB/NYC's indirect
interest in 1290 Avenue of the Americas and the refunded collateral amount
from the indemnification escrow as discussed below.

     Pursuant to an indemnification agreement, the Affiliated Partners were
jointly and severally obligated to indemnify the REIT to the extent of
$25,000,000 to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interests in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $1,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed below, the maximum indemnification
obligation was reduced to $14,285,000 and a portion of the collateral
(approximately $4,460,000 in face amount) was released in 1999 to JMB/NYC.
On March 23, 2001, JMB/NYC sold its indirect interest in the 1290
Partnership, and as a result, the maximum indemnification obligation was
reduced to $0 and the remaining collateral (approximately $5,700,000 face
amount) was released in March 2001 to JMB/NYC.  The Partnership's share of
the reduction of the maximum unfunded obligation under the indemnification
agreement recognized as income is a result of (i) interest earned on
amounts contributed by the Partnership and held in escrow by JMB/NYC, (ii)
the Partnership's share of the agreed upon reduction of the maximum
obligation in November 1999 in connection with the Restructuring discussed
below, and (iii) the Partnership's share of the remaining indemnification
obligation that was released in March 2001 in connection with the sale of
JMB/NYC's indirect interest in the 1290 Partnership.  Interest income
earned reduced the Partnership's share of the maximum unfunded obligation
under the indemnification agreement, which was reflected as a liability in
the accompanying financial statements.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park was converted to a limited liability company ("237 Park
LLC").  The membership interest in 237 Park LLC owned by 237/1290 Upper
Tier Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC is a
limited partner with a 99% interest, was contributed to a partnership (the
"237 Partnership") that acquired the other membership interests in 237 Park
LLC from the REIT and one of its affiliates.  In exchange for the interest
in 237 Park LLC, the Upper Tier Partnership received a limited partnership
interest in the 237 Partnership having a fair market value (determined in
accordance with the partnership agreement of the 237 Partnership) of
approximately $500,000.  (JMB/NYC's total investment in the 237 Partnership
is significantly less than 1% of the 237 Partnership.)  The 237 Partnership


<PAGE>


owns a portfolio of investments in addition to 237 Park.  JMB/NYC has the
right, during the month of July of each calendar year commencing with 2001,
to cause a sale of the interest in the 237 Partnership for a price equal to
the greater of the fair market value of such interest (determined in
accordance with the partnership agreement of the 237 Partnership) and a
specified amount, of which JMB/NYC's share would be $500,000.  In addition,
the general partner of the 237 Partnership has the right, during the month
of January of each calendar year commencing with 2002, to purchase the
interest in the 237 Partnership for a price equal to the greater of the
fair market value of such interest (determined as described above) and a
specified amount, of which JMB/NYC's share would be $650,000.

     Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 at closing (of
which the Partnership's share was approximately $340,000.  Such amount was
paid in May of 2001 to the limited partners of JMB/NYC as holders of a
tranche of the Purchase Note as discussed below.  In addition, JMB/NYC
received the remaining collateral (approximately $5,700,000 of which the
Partnership's share was approximately $1,436,000) held pursuant to the
indemnification agreement, including interest earned thereon, upon closing
of the sale of its interest in the 1290 Partnership.  Distributions of the
sale proceeds and collateral amount were received by the Partnership in May
2001.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interests in the 237 Partnership and the 1290 Partnership (prior
to its sale in March 2001) and is non-recourse to JMB/NYC.  The Purchase
Note requires payment of principal and interest out of distributions made
to JMB/NYC from the 1290 Partnership and the 237 Partnership and proceeds
from sales of JMB/NYC's indirect interests in those partnerships.  Unpaid
interest accrues and is deferred, compounded monthly.  Unpaid principal and
interest were due at maturity on January 2, 2001.  As expected, JMB/NYC
does not have funds to pay the Purchase Note.  The limited partners of
JMB/NYC as creditors, and the holder of the Purchase Note have agreed to
certain steps if the Purchase Note is not repaid within one year of its
maturity as discussed below.  The outstanding principal and accrued and
deferred interest on the Purchase Note at September 30, 2001, was
approximately $164,760,000, including interest at the default rate (as
defined) of 12-3/4% per annum.




<PAGE>


     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 25% to the Partnership and 75% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder will take
the appropriate steps necessary to foreclose upon and obtain JMB/NYC's
interest in the Upper Tier Partnership in lieu of seeking any other
damages.

     The future source of cash to the Partnership is generally limited to
the Partnership's share of proceeds from the sale of its indirect interest
in the 237 Partnership.  Previously, the Partnership had received advances
from JMB to fund operating expenses.  Advances made by JMB were evidenced
by a promissory note with a maximum principal sum of $2 million and a
maturity date that had been extended to June 30, 2001.  The note bore
interest at the applicable Federal rate, which ranged between 4.58% and
5.82% per annum in 2001.  The Partnership paid in full the outstanding
principal and accrued interest (approximately $390,000) of the note in May
2001.

     The Partnership made a distribution of $999,000 ($1,000 per Interest)
to the Holders of Interests in September of 2001, including amounts loaned
back from the General Partners.  This distribution is the result of the
return of remaining collateral held pursuant to the indemnification
agreement after the repayment of the JMB note, as described more fully
above.  In connection with this distribution, the General Partners also
received a distribution of $37,463 and a management fee of $62,437.  As
discussed below the General Partners were required to loan back such
amounts to the Partnership, for distribution to the Holders of Interests.
The distribution represents the Holders' share of the majority of the
assets remaining in the Partnership.  Although there may be an additional
liquidating distribution, most likely in 2002, such distribution will not
be significant.

TRANSACTIONS WITH AFFILIATES

     In accordance with the Partnership Agreement, the General Partners are
required to loan back to the Partnership, for distribution to the Holders
of Interests, their share of Distributable Cash (as defined) if a
distribution made to all partners in a particular quarter does not result
in a distribution to the Holders of Interests which equates to a 7% per
annum return on their adjusted capital investment.  Consequently, for the
distributions made to the partners in 1989, 1990 and 2001, the General
Partners have loaned $399,900 of Distributable Cash, as defined, (including
such amounts reflected as a management fee to the General Partners) to the
Partnership for distribution to the Holders of Interests.  Any amounts
loaned bear interest at a rate not to exceed 10% per annum (currently 10%
per annum).  As of September 30, 2001, $594,610 represented interest earned
on such loans, all of which was unpaid.  These loans and accrued interest
are to be repaid upon sale or refinancing only after the Holders of
Interests have received an amount equal to their contributed capital plus
any deficiency in a stipulated return thereon.  Accordingly, it is not
expected that such amounts will be repaid.



<PAGE>


     JMB entered into an agreement with the Partnership in which JMB
guaranteed to pay the Partnership any shortfall between the Guaranteed
Interest Rate (10% per annum) and the actual interest earned on the Average
Annual Balance of Working Capital Reserves, as defined.  Due to the return
of the remaining collateral and the Partnership's receipt of its share of
the 1290 sale proceeds, the Partnership, as of September 30, 2001, has
recorded a receivable of approximately $29,000 for the shortfall of
interest guaranteed under the agreement.  This amount will be paid to the
Partnership at the discretion of the Corporate General Partner, but no
later than the time of the dissolution and termination of the Partnership.
Unpaid amounts under the agreement accrue interest at 10% per annum
compounded annually.

     The Corporate General Partner and its affiliates are entitled to
reimbursement for direct expenses and out-of-pocket expenses relating to
the administration of the Partnership and operation of the Partnership's
real property investments.  Additionally, the Corporate General Partner and
its affiliates are entitled to reimbursements for portfolio management,
legal and accounting services.  Such costs were $10,409 and $11,393 for the
nine months ended September 30, 2001, and 2000, respectively, all of which
was paid at September 30, 2001.

     JMB Insurance Agency, Inc, an affiliate of the General Partners,
earned insurance brokerage commission for the nine months ended
September 30, 2001 and 2000 of $0 and $282, respectively, all of which was
paid at September 30, 2001, in connection with the provision of insurance
coverage for the Partnership.  Such commission is at a rate set by
insurance companies for the class of coverage provided.

     JMB advanced the Partnership $40,000 during 2001.  Advances made by
JMB were evidenced by a promissory note with a maximum principal sum of $2
million, which was originally scheduled to mature on June 30, 1999.  In the
second quarter of 1999, the Partnership secured an extension of the note's
maturity date to June 30, 2001.  In December 1999, the Partnership made a
payment of $1,105,187 to JMB, which reduced principal and deferred interest
of the note.  The note bore interest at the applicable Federal rate, which
has ranged between 4.58% and 5.82% per annum during 2001.  Semi-annually,
any interest accrued but unpaid was added to the principal balance of the
note.  The balance of the note, including accrued and deferred interest,
was $0 and $350,110 as of September 30, 2001 and December 31, 2000,
respectively.  Previously, the Partnership's sole source of capital to pay
for continuing operations had been advances from JMB.  In May 2001, a
portion of the funds received by the Partnership from JMB/NYC's sale of its
indirect interest in the 1290 Partnership and the release of the remaining
collateral under the indemnification agreement, described above, was used
to repay approximately $390,000 of advances, which was the entire amount
due JMB under the note.

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, 2001 and for the
three and nine months ended September 30, 2001 and 2000.



<PAGE>


PART I.  FINANCIAL INFORMATION

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

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

     Previously the Partnership's sole source of capital to fund continuing
operations had been loans from JMB Realty Corporation ("JMB") (an affiliate
of the Corporate General Partner), pursuant to a promissory note with a
maximum principal sum of $2 million and scheduled maturity of June 30,
2001.  During 2001, JMB advanced the Partnership $40,000.  Semi-annually,
any interest accrued but unpaid was added to the principal balance of the
note.  In May 2001, the Partnership received its share of the 1290 sale
proceeds (approximately $340,000) and the remaining collateral amount under
the indemnification agreement (approximately $1,436,000) and paid the
entire outstanding principal and accrued interest of the JMB note of
approximately $390,000.

     The Partnership made a distribution of $999,000 ($1,000 per interest)
to the Holders of Interests in September of 2001, including amounts loaned
back from the General Partners.  In connection with this distribution, the
General Partners also received a distribution of $37,463 and a management
fee of $62,437.  As discussed in the Notes, the General Partners were
required to loan back such amounts to the Partnership, for distribution to
the Holders of Interests.  This distribution is the result of the return of
remaining collateral amount under the indemnification agreement after the
repayment of the note, as described more fully above.  The distribution
represents the Holders' share of the majority of the assets remaining in
the Partnership.  Although there may be an additional liquidating
distribution, most likely in 2002, such distribution will not be
significant.

     JMB entered into an agreement with the Partnership in which JMB
guaranteed to pay the Partnership any shortfall between the Guaranteed
Interest Rate (10% per annum) and the actual interest earned on the Average
Annual Balance of Working Capital Reserves, as defined.  Due to the return
of the remaining collateral and the Partnership's receipt of its share of
the 1290 sale proceeds, the Partnership, as of September 30, 2001, has
recorded a receivable of approximately $29,000 for the shortfall of
interest guaranteed under the agreement.  This amount will be paid to the
Partnership at the discretion of the Corporate General Partner, but no
later than the time of the dissolution and termination of the Partnership.
Unpaid amounts under the agreement accrue interest at 10% per annum
compounded annually.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park was converted to a limited liability company ("237 Park
LLC").  The membership interest in 237 Park LLC owned by 237/1290 Upper
Tier Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC is a
limited partner with a 99% interest, was contributed to a partnership (the
"237 Partnership") that acquired the other membership interests in 237 Park
LLC from the REIT and one of its affiliates.  In exchange for the interest
in 237 Park LLC, the Upper Tier Partnership received a limited partnership
interest in the 237 Partnership having a fair market value (determined in
accordance with the partnership agreement of the 237 Partnership) of
approximately $500,000.  (JMB/NYC's total investment in the 237 Partnership


<PAGE>


is significantly less than 1% of the 237 Partnership.)  The 237 Partnership
owns a portfolio of investments in addition to 237 Park.  JMB/NYC has the
right, during the month of July of each calendar year commencing with 2001,
to cause a sale of the interest in the 237 Partnership for a price equal to
the greater of the fair market value of such interest (determined in
accordance with the partnership agreement of the 237 Partnership) and a
specified amount, of which JMB/NYC's share would be $500,000.  JMB/NYC
elected not to exercise its right to cause a sale of its interest in the
237 Partnership during 2001.  In addition, the general partner of the 237
Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.  The general partner of the 237 Partnership has
indicated that it intends to exercise its right to purchase the interest in
the 237 Partnership in January 2002.  The Partnership does not expect to
receive any significant proceeds upon disposition of JMB/NYC's interest in
the 237 Partnership.

     Although under the terms of the Restructuring JMB/NYC was not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 (of which the
Partnership's share was approximately $340,000) at closing.  Such amount
was paid to the limited partners of JMB/NYC as holders of a tranche of the
Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000 of which the Partnership's
share was approximately $1,436,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.  Distributions of the sale proceeds
and collateral amount were received by the Partnership in May 2001.



<PAGE>


     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interests in the 1290 Partnership (prior to its sale in March
2001) and the 237 Partnership and is non-recourse to JMB/NYC.  The Purchase
Note requires payment of principal and interest out of distributions made
to JMB/NYC from the 1290 Partnership and the 237 Partnership and proceeds
from sales of JMB/NYC's indirect interests in those partnerships.  Unpaid
interest accrues and is deferred, compounded monthly.  Unpaid principal and
interest were due at maturity on January 2, 2001.  As expected, JMB/NYC
does not have funds to pay the Purchase Note.  The limited partners of
JMB/NYC, as creditors, and the holder of the Purchase Note have agreed to
certain steps if the Purchase Note is not paid within one year of its
maturity as discussed below.  The outstanding principal and accrued and
deferred interest on the Purchase Note at September 30, 2001, was
approximately $164,760,000 including interest at the default rate (as
defined) of 12-3/4% per annum.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 25% to the Partnership and 75% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder will take
the appropriate steps necessary to foreclose upon and obtain JMB/NYC's
interest in the Upper Tier Partnership in lieu of seeking any other
damages.

     Pursuant to the indemnification agreement, the Affiliated Partners
were jointly and severally obligated to indemnify the REIT to the extent of
$25,000,000 to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interests in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $1,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds had been invested in short-term U.S. Government obligations.

Due to the Restructuring as discussed above, the maximum indemnification
obligation was reduced to $14,285,000, and a portion of the collateral
(approximately $4,460,000 in face amount) was released in 1999 to JMB/NYC.
As a result of the sale of JMB/NYC's indirect interest in the 1290
Partnership, the maximum indemnification obligation was reduced to $0 and
the remaining collateral (approximately $5,700,000 of which the
Partnership's share was approximately $1,436,000) was released to JMB/NYC
in late March 2001.  The Partnership's share of the reduction of the
maximum unfunded obligation under the indemnification agreement recognized
as income is a result of (i) interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC, (ii) the Partnership's share of
the agreed upon reduction of the maximum obligation in November 1999 in
connection with the Restructuring discussed above, and (iii) the
Partnership's share of the remaining indemnification obligation that was
released in March 2001 in connection with the sale of JMB/NYC's indirect
interest in the 1290 Partnership.  Interest income earned reduced the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which was reflected as a liability as of
December 31, 2000 in the accompanying financial statements.


<PAGE>


     The future source of cash to the Partnership is generally limited to
the Partnership's share of proceeds from the sale of its indirect interest
in the 237 Partnership.  It is not expected that any significant
distributions will be made by the Partnership to the Holders of Interest.
However, in connection with the sale of JMB/NYC's interest in the 1290
Partnership and the sale or other disposition of 237 Park Avenue or
JMB/NYC's interest in the 237 Partnership, Holders of Interests will
recognize a substantial amount of net gain for Federal income tax purposes
(corresponding at a minimum to all or most of their deficit capital account
balances for tax purposes related to each such investment) even though the
Partnership is not able to make any significant amounts of distributions.
As a result of the sale of the interest in the 1290 Partnership, a portion
of such gain will be recognized in 2001.  The remainder would be recognized
upon the disposition of JMB/NYC's indirect interest in 237 Partnership.
For certain Holders of Interests such taxable income may be offset by their
suspended passive activity losses (if any).  Each Holder's tax consequences
will depend on his own tax situation.

     The Partnership's only remaining investment property is its indirect
interest through JMB/NYC in the 237 Partnership.  The general partner of
the 237 Partnership has indicated that it intends to exercise its right to
purchase JMB/NYC's interest in the 237 Partnership in January 2002.  As a
result, the Partnership currently anticipates that its liquidation and
termination will occur no later than the end of 2002, barring any
unexpected circumstances.

RESULTS OF OPERATIONS

     The increase in cash at September 30, 2001 as compared to December 31,
2000 is primarily due to the receipt of the Partnership's share of the
collateral returned to JMB/NYC upon termination of the indemnification
agreement in March 2001 and the Partnership's share of the proceeds of the
March 23, 2001 sale of JMB/NYC's indirect interest in the 1290 Partnership.

The Partnership received such amounts in May 2001.  This is partially
offset by a distribution of $999,000 to the Holders of Interest made in
September of 2001.

     The decrease in note payable to an affiliate - current portion as of
September 30, 2001 compared to December 31, 2000 is due to this note being
repaid in May 2001.

     The increase in amounts due to affiliates as of September 30, 2001 as
compared to December 31, 2000 is primarily due to an additional loan of
approximately $100,000 from the General Partners due to the September 2001
distribution and required loan back of the Distributable Cash paid to the
General Partners and the accrual of interest on such loans during 2001.
These loans and accrued interest are to be repaid upon sale or refinancing
only after the Holders of Interests have received an amount equal to their
contributed capital plus any deficiency in a stipulated return thereon.
The increase is partially offset by interest receivable accrued by the
Partnership (and netted against amounts due to affiliates) in accordance
with the guaranty agreement described in the Notes.

     The decrease in the Partnership's share of the maximum unfunded
obligation under the indemnification agreement as of September 30, 2001,
compared to December 31, 2000, is primarily due to the termination of such
indemnification agreement upon sale of JMB/NYC's indirect interest in the
1290 Partnership on March 23, 2001.

     The increase in interest income for the three and nine months ended
September 30, 2001 as compared to the same periods in 2000 is due to
interest accrued in accordance with the JMB guaranty agreement described
above and temporary investment of the cash received in May 2001 as
described above.

     The decrease in professional services for the three and nine months
ended September 30, 2001 as compared to the same periods in 2000 is
primarily due to a decrease in fees for accounting services during 2001.


<PAGE>


     The increase in management fees to General Partners for the three and
nine months ended September 30, 2001 as compared to the same period in 2000
is a result of the distribution of cash flow from operations to the General
Partners and the Holders of Interests in September 2001.  This management
fee is based upon a percentage of the aggregate distribution of cash flow
from operations.

     The increase in general and administrative expenses for the three and
nine months ended September 30, 2001 as compared to the same periods in
2000 is primarily due to increased investor service costs during 2001.

     The Partnership's share of the reduction of the maximum unfunded
obligation under and income related to termination of the indemnification
agreement recognized as income during 2001 of $3,572,177 is a result of the
sale of JMB/NYC's indirect interest in the 1290 Partnership in March of
2001 and release of the Partnership's and other Affiliated Partners'
indemnification obligation relating to the interest in the 1290
Partnership, as well as interest earned during 2001 on amounts contributed
by the Partnership and held in escrow by JMB/NYC.  Such interest income
earned reduced the Partnership's proportionate share of the maximum
unfunded obligation under the indemnification agreement.  The Partnership's
share of the reduction of the maximum unfunded obligation under the
indemnification agreement recognized as income for the three and nine
months ended September 30, 2000 is a result of interest earned on amounts
contributed by the Partnership and held in escrow for JMB/NYC.

     The Partnership's share of gain on sale of indirect partnership
interest for the nine months ended September 30, 2001 is the Partnership's
share of JMB/NYC's gain from the sale of its indirect partnership interest
in the 1290 Partnership on March 23, 2001.






<PAGE>


PART II.  OTHER INFORMATION


     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interests in the 1290 Partnership (prior to its sale in March
2001) and the 237 Partnership and is non-recourse to JMB/NYC.  The Purchase
Note requires payment of principal and interest out of distributions made
to JMB/NYC from the 1290 Partnership and the 237 Partnership and proceeds
from the sales of JMB/NYC's indirect interests in those partnerships.
Unpaid interest accrues and is deferred, compounded monthly.  Unpaid
principal and interest were due at maturity on January 2, 2001.  As
expected, JMB/NYC does not have funds to pay the Purchase Note.  The
limited partners of JMB/NYC, as creditors of JMB/NYC through their
acquisition of a tranche of the Purchase Note, and the holder of the
Purchase Note have agreed to certain steps if the Purchase Note is not
repaid within one year of its maturity.  The outstanding principal and
accrued and deferred interest on the Purchase Note at September 30, 2001,
was approximately $164,760,000 including interest at the default rate (as
defined) of 12-3/4% per annum.  Reference is made to the subsection
entitled "JMB/NYC" in the Notes to the Financial Statements filed with this
report for a further discussion of the default under the Purchase Note,
which discussion is hereby incorporated herein by reference.



     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits.

            3.       Amended and Restated Agreement of Limited
                     Partnership is hereby incorporated herein by
                     reference to Exhibit 3 to the Partnership's
                     Report for December 31, 1992 on Form 10-K (File
                     No. 0-14547) dated March 30, 1993.

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



<PAGE>


                              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/MANHATTAN ASSOCIATES, LTD.

                BY:   JMB/Manhattan Investors, Inc.
                      Corporate General Partner




                      By:   GAILEN J. HULL
                            Gailen J. Hull, Vice President
                      Date: November 9, 2001


     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.




                      By:   GAILEN J. HULL
                            Gailen J. Hull, Principal Accounting Officer
                      Date: November 9, 2001