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 March 31, 2002             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 . . . . . . . . . . . . . . . .    11




PART II    OTHER INFORMATION

Item 3.    Defaults upon Senior Securities . . . . . . . . . . .    15

Item 6.    Exhibits and Reports on Form 8-K. . . . . . . . . . .    15







<PAGE>


PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

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

                              BALANCE SHEETS
                   MARCH 31, 2002 AND DECEMBER 31, 2001
                                (UNAUDITED)


                                  ASSETS
                                  ------
                                             MARCH 31,       DECEMBER 31,
                                               2002             2001
                                            -----------      -----------
Current assets:
  Cash and cash equivalents. . . . . .      $   449,575          335,913
  Interest receivable. . . . . . . . .              448              525
                                            -----------      -----------
                                            $   450,023          336,438
                                            ===========      ===========


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

Current liabilities:
  Accounts payable . . . . . . . . . .      $    17,844           15,482
  Amounts due to affiliates, net . . .          990,914          973,333
                                            -----------      -----------
        Total current liabilities. . .        1,008,758          988,815

Distributions received in excess
  of recorded investment . . . . . . .            --             661,228
                                            -----------      -----------
        Total liabilities. . . . . . .        1,008,758        1,650,043

Commitments and contingencies

Partners' capital accounts (deficits):
  General partners:
    Capital contributions. . . . . . .            1,500            1,500
    Cumulative net earnings (losses) .       (1,152,644)      (1,158,224)
    Cumulative cash distributions. . .         (774,962)        (774,962)
                                            -----------      -----------
                                             (1,926,106)      (1,931,686)
                                            -----------      -----------
  Limited partners:
    Capital contributions,
      net of offering costs. . . . . .       57,042,489       57,042,489
    Cumulative net earnings (losses) .      (36,676,118)     (37,425,408)
    Cumulative cash distributions. . .      (18,999,000)     (18,999,000)
                                            -----------      -----------
                                              1,367,371          618,081
                                            -----------      -----------
        Total partners' capital
          accounts (deficits). . . . .         (558,735)      (1,313,605)
                                            -----------      -----------
                                            $   450,023          336,438
                                            ===========      ===========







              See accompanying notes to financial statements.


<PAGE>


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

                         STATEMENTS OF OPERATIONS

                THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                (UNAUDITED)



                                                  2002            2001
                                               ----------      ----------

Income:
  Interest income. . . . . . . . . . . . .     $    8,947           --
                                               ----------      ----------

Expenses:
  Interest . . . . . . . . . . . . . . . .         25,453          25,915
  Professional services. . . . . . . . . .         23,246          22,030
  General and administrative . . . . . . .         25,874          32,712
                                               ----------      ----------
                                                   74,573          80,657
                                               ----------      ----------

                                                  (65,626)        (80,657)
Partnership's share of the reduction
  of the maximum unfunded obligation
  under and income related to
  termination of the indemnification
  agreement. . . . . . . . . . . . . . . .          --          3,572,177
                                               ----------      ----------

        Earnings (loss) before
          gains on sale of indirect
          interests. . . . . . . . . . . .        (65,626)      3,491,520

Partnership's share of gains on sale
  of indirect partnership interests. . . .        820,496         343,038
                                               ----------      ----------
        Net earnings (loss). . . . . . . .     $  754,870       3,834,558
                                               ==========      ==========

        Net earnings (loss) per
         limited partnership interest:
           Earnings (loss) before
             gains on sale of indirect
             interests . . . . . . . . . .     $      (63)          3,355
           Partnership's share of gains
             on sale of indirect
             partnership interests . . . .            814             340
                                               ----------      ----------

                                               $      751           3,695
                                               ==========      ==========













              See accompanying notes to financial statements.


<PAGE>


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

                    STATEMENTS OF CHANGES IN CASH FLOWS

                THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                (UNAUDITED)



                                                  2002            2001
                                               ----------      ----------
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . .     $  754,870       3,834,558
  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)
    Partnership's share of gain on sale
      of indirect partnership interest . .       (820,496)       (343,038)
  Changes in:
    Interest receivable. . . . . . . . . .             77           --
    Accounts payable . . . . . . . . . . .          2,362          32,704
    Amounts due to affiliates. . . . . . .         (7,872)         (2,158)
    Amounts due to affiliates -
      accrued interest . . . . . . . . . .         25,453          20,805
    Note payable to an affiliate -
      accrued interest . . . . . . . . . .          --              5,110
                                               ----------      ----------
          Net cash provided by (used in)
            operating activities . . . . .        (45,606)        (24,196)

Cash flows from investing activities:
  Partnership's distribution from
    unconsolidated venture
    - sale proceeds. . . . . . . . . . . .        159,268           --
                                               ----------      ----------
          Net cash provided by (used in)
            investing activities . . . . .        159,268         (24,196)
                                               ----------      ----------
Cash flows from financing activities:
  Amounts received from affiliates . . . .          --             25,000
                                               ----------      ----------
          Net cash provided by (used in)
            financing activities . . . . .          --             25,000
                                               ----------      ----------
          Net increase (decrease) in cash
            and cash equivalents . . . . .        113,662             804
          Cash and cash equivalents,
            beginning of year. . . . . . .        335,913          18,822
                                               ----------      ----------
          Cash and cash equivalents,
            end of period. . . . . . . . .     $  449,575          19,626
                                               ==========      ==========

Supplemental disclosure of cash flow
 information:
  Non-cash activities:
    Recognition of reduction of
      distributions received in excess
      of recorded investment as gain . . .     $  661,228           --
                                               ==========      ==========



              See accompanying notes to financial statements.


<PAGE>


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

                       NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 2002 AND 2001
                                (UNAUDITED)


GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 2001, which
are included in the Partnership's 2001 Annual Report on Form 10-K (File
No. 0-14547) dated March 25, 2002, 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 2001 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 its previous joint venture agreements (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 indemnifica-
tion (which was reduced to $14,285,000 and then terminated 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 costs of its winding up are its existing cash reserves, including
its share of the proceeds from the sale of JMB/NYC's indirect interest in
237 Park, which the Partnership received in March 2002.

     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 potential 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's indirect interest in the 1290 Partnership was sold, and as
a result, the indemnification obligation was terminated and the remaining
collateral (approximately $5,700,000 face amount of which the Partnership's
share was approximately $1,436,000) 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 had
been reflected as a liability.

     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 has been 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


<PAGE>


of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership, prior to its sale in January 2002, was
significantly less than 1% of the 237 Partnership.)  The 237 Partnership
owns a portfolio of investments in addition to 237 Park.  JMB/NYC had 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 July 2001.  In addition, the general partner of the
237 Partnership had 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.  In January 2002, the general partner of the 237
Partnership exercised its right to purchase JMB/NYC's indirect interest in
the 237 Partnership, and JMB/NYC received $650,000 in sale proceeds.  Such
amount was paid to the limited partners of JMB/NYC as holders of a tranche
of the Purchase Note as discussed below. The Partnership's share of such
sale proceeds, approximately $159,000, was received in March 2002.  Due to
the January 2002 sale of the Partnership's indirect interest in the 237
Partnership, which was the Partnership's last investment property, the
distributions received in excess of recorded investment was reduced to zero
and included as part of the gain on sale in 2002.  The distributions
received in excess of recorded investment was created by the 1999
retirement of the Partnership's obligations to Carlyle Investors, Inc. and
Carlyle Managers, Inc.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 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.  The Partnership's
shares of the sale proceeds and the 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 was secured by JMB/NYC's
indirect interests in the 237 Partnership (prior to its sale in January
2002) 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


<PAGE>


January 2, 2001.  As expected, JMB/NYC did not have funds to pay the
Purchase Note at its maturity.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note agreed to certain steps if
the Purchase Note were not repaid within one year of its maturity as
discussed below.  The outstanding principal and accrued and deferred
interest on the Purchase Note at March 31, 2002, was approximately
$174,896,000, 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, were entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interests in the 1290 Partnership or the 237 Partnership, which
were owned through the Upper Tier Partnership.  Such amounts received by
the limited partners are distributable 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 had not repaid all amounts
due and owing under the Purchase Note within one year after its maturity,
the holder would 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.  As a result of the sales of JMB/NYC's indirect
interests in the 1290 Partnership and the 237 Partnership, which were the
primary assets of the Upper Tier Partnership, and the application of
JMB/NYC's share of the proceeds from such sales to amounts due under the
Purchase Note, it is unlikely that the holder will seek to foreclose on
JMB/NYC's interest in the Upper Tier Partnership.

     The source of cash to the Partnership is generally limited to its
existing cash reserves and its share of proceeds from the sale of its
indirect interest in the 237 Partnership.  In January 2002, such sale was
completed and JMB/NYC received approximately $650,000 in proceeds.  Such
amount was paid to the limited partners of JMB/NYC as holders of a tranche
of the Purchase Note.  The Partnership received its share of the sale
proceeds, approximately $159,000, in March of 2002.  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
$397,000) 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 $37,462 and a management fee of $62,437.  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.



<PAGE>


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 March 31, 2002, $643,688 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.

     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 March 31, 2002, has recorded
a receivable of approximately $44,000 (of which approximately $7,000
relates to amounts accrued in 2002) 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 $2,686 and $4,196 for the
three months ended March 31, 2002 and 2001, respectively, of which $1,862
was unpaid at March 31, 2002.

     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
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.

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 $397,000 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 March 31, 2002 and for the
three months ended March 31, 2002 and 2001.



<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 $397,000.

     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 JMB 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 March 31, 2002, has recorded
a receivable of approximately $44,000 (of which approximately $7,000
relates to amounts accrued in 2002) 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, prior to its sale in January 2002, was significantly less than


<PAGE>


1% of the 237 Partnership.)  The 237 Partnership owns a portfolio of
investments in addition to 237 Park.  JMB/NYC had 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 had 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 exercised its right
to purchase the interest in the 237 Partnership in January 2002, and
JMB/NYC received sale proceeds of $650,000.  Such amount was paid to the
limited partners of JMB/NYC as holders of a tranche of the Purchase Note.
The Partnership's share of such sale proceeds, approximately $159,000, was
received in March 2002.  Due to the January 2002 sale of the Partnership's
indirect interest in the 237 Partnership, which was the Partnership's last
investment property, the distributions received in excess of recorded
investment was reduced to zero and included as part of the gain on sale in
2002.  The distributions received in excess of recorded investment was
created by the 1999 retirement of the Partnership's obligations to Carlyle
Investors, Inc. and Carlyle Managers, Inc.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 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.  The Partnership's shares of the sale
proceeds and the 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 was secured by JMB/NYC's
indirect interests in the 1290 Partnership (prior to its sale in March
2001) and the 237 Partnership (prior to its sale in January 2002) 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 did not have funds to pay the
Purchase Note at its maturity.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note agreed to certain steps if


<PAGE>


the Purchase Note were not paid within one year of its maturity as
discussed below.  The outstanding principal and accrued and deferred
interest on the Purchase Note at March 31, 2002, was approximately
$174,896,000 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, were entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interests in the 1290 Partnership or the 237 Partnership, which
were owned through the Upper Tier Partnership.  Such amounts received by
the limited partners are distributable 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 had not repaid all amounts
due and owing under the Purchase Note within one year after its maturity on
January 2, 2001, the holder would 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.  As a result of the sales of
JMB/NYC's indirect interests in the 1290 Partnership and the 237
Partnership, which were the primary assets of the Upper Tier Partnership,
and the application of JMB/NYC's share of the proceeds from such sales to
amounts due under the Purchase Note, it is unlikely that the holder will
seek to foreclose on JMB/NYC's interest in the Upper Tier Partnership.

     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 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 indemnification obligation was terminated 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 had
been reflected as a liability.

     The source of cash to the Partnership is generally limited to its
existing cash reserves.  In January 2002, the sale of the Partnership's
indirect interest in the 237 partnership was completed and JMB/NYC received
approximately $650,000 in proceeds, which was paid to the limited partners
of JMB/NYC as holders of a tranche of the Purchase Note.  The Partnership
received its share of the sale proceeds, approximately $159,000 in March
2002.  It is not expected that any significant distributions will be made
by the Partnership to the Holders of Interest.  However, in connection with


<PAGE>


the sale of JMB/NYC's indirect interest in the 1290 Partnership and the
sale of JMB/NYC's indirect interest in the 237 Partnership, Holders of
Interests have recognized or 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 was recognized for
Federal income tax purposes in 2001.  The remainder will be recognized as a
result of the disposition of JMB/NYC's indirect interest in the 237
Partnership in January 2002.  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 last investment property was its indirect interest
through JMB/NYC in the 237 Partnership.  As a result of the sale of
JMB/NYC's indirect interest in the 237 Partnership in January 2002, the
Partnership currently anticipates that its liquidation and termination will
occur during 2002, barring any unexpected circumstances.

RESULTS OF OPERATIONS

     The increase in cash at March 31, 2002 as compared to December 31,
2001 is primarily due to the receipt of the Partnership's share of the
proceeds of the January 2002 sale of JMB/NYC's indirect interest in the 237
Partnership.  The Partnership received such amounts in March 2002.

     The decrease in distributions received in excess of recorded
investment at March 31, 2002 as compared to December 31, 2001 is due to the
reduction of such amount in connection with the sale of the indirect
interest in the 237 Partnership in January 2002.  The distributions
received in excess of recorded investment was created by the 1999
retirement of the Partnership's obligations to Carlyle Investors, Inc. and
Carlyle Managers, Inc.  Such investment has been reduced to zero and
included in Partnership's share of gain on sale of indirect partnership
interest due to the sale of the Partnership's last investment property in
January 2002.

     The increase in interest income for the three months ended March 31,
2002 as compared to the same period in 2001 is due to interest accrued in
accordance with the JMB guaranty agreement described above.

     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.

     The Partnership's share of gain on sale of indirect partnership
interest for the three months ended March 31, 2002 is the aggregate of the
Partnership's share of JMB/NYC's gain from the sale of its indirect
partnership interest in the 237 Partnership in January 2002 and the
reduction of the distributions received in excess of recorded investment.
The Partnership's share of gain on sale of indirect partnership interest
for the three months ended March 31, 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.  Unpaid principal and interest were due at
maturity on January 2, 2001.  As expected, JMB/NYC did not have funds to
pay the Purchase Note at its maturity.  The outstanding principal and
accrued and deferred interest on the Purchase Note at March 31, 2002, was
approximately $174,896,000 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.


     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.

            10.1.     Assignment of Interest in Oak Hill Strategic
                      Partners, L.P. by and between 237/1290 Upper Tier
                      Associates, L.P. and FW Strategic Asset Management,
                      LP dated as of January 31, 2002 is hereby incorpor
                      ated herein by reference to the Partnership's Report
                      for January 31, 2002 on Form 8-K (File No. 0-14547)
                      dated February 15, 2002.


      (b)   The following report on Form 8-K was filed since the beginning
            of the last quarter of the period covered by this report.

           The Partnership's report on Form 8-K for January 31, 2002 (File
      No. 0-14547) describing the sale of JMB/NYC's indirect interest in
      the 237 Partnership.




<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: May 13, 2002


     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: May 13, 2002