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, 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. . . . . . . . . . . . . . .    16

Item 4.    Controls and Procedures. . . . . . . . . . . . . .    21



PART II    OTHER INFORMATION

Item 3.    Defaults upon Senior Securities. . . . . . . . . .    22

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    22







<PAGE>


PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

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

                            BALANCE SHEETS

               SEPTEMBER 30, 2002 (IMMEDIATELY PRIOR TO
         FINAL LIQUIDATING DISTRIBUTION) AND DECEMBER 31, 2001
                              (UNAUDITED)


                                ASSETS
                                ------
                                       SEPTEMBER 30,     DECEMBER 31,
                                           2002             2001
                                       -------------     -----------
Current assets:
  Cash and cash equivalents . . . . .    $   412,164         335,913
  Interest receivable . . . . . . . .          --                525
                                         -----------     -----------
                                         $   412,164         336,438
                                         ===========     ===========


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

Current liabilities:
  Accounts payable. . . . . . . . . .    $     --             15,482
  Amounts due to affiliates, net. . .          --            973,333
                                         -----------     -----------
        Total current liabilities . .          --            988,815

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

Commitments and contingencies

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . .      1,095,995           1,500
    Cumulative net earnings (losses).       (321,033)     (1,158,224)
    Cumulative cash distributions . .       (774,962)       (774,962)
                                         -----------     -----------
                                               --         (1,931,686)
                                         -----------     -----------
  Limited partners:
    Capital contributions,
      net of offering costs . . . . .     57,042,489      57,042,489
    Cumulative net earnings (losses).    (37,631,325)    (37,425,408)
    Cumulative cash distributions . .    (18,999,000)    (18,999,000)
                                         -----------     -----------
                                             412,164         618,081
                                         -----------     -----------
        Total partners' capital
          accounts (deficits) . . . .        412,164      (1,313,605)
                                         -----------     -----------
                                         $   412,164         336,438
                                         ===========     ===========





            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, 2002 (IMMEDIATELY PRIOR TO
           FINAL LIQUIDATING DISTRIBUTION) AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001
                                                 (UNAUDITED)

<caption>
                                                       THREE MONTHS ENDED           NINE MONTHS ENDED
                                                          SEPTEMBER 30,               SEPTEMBER 30,
                                                   -------------------------   -------------------------
                                                       2002          2001          2002          2001
                                                    ----------    ----------    ----------    ----------

                                                 <c>           <c>           <c>           <c>
Income:
  Interest income . . . . . . . . . . . . . . . .   $   12,577        39,824        31,693        48,696
  Other income. . . . . . . . . . . . . . . . . .       62,403         --           62,403         --
                                                    ----------    ----------    ----------    ----------
                                                        74,980        39,824        94,096        48,696
                                                    ----------    ----------    ----------    ----------
Expenses:
  Interest. . . . . . . . . . . . . . . . . . . .       25,453        20,805        76,360        69,370
  Professional services . . . . . . . . . . . . .       48,099         2,291        90,447        25,191
  Management fees to General Partners . . . . . .        --           62,437         --           62,437
  General and administrative. . . . . . . . . . .       81,626        18,766       124,064        70,653
                                                    ----------    ----------    ----------    ----------
                                                       155,178       104,299       290,871       227,651
                                                    ----------    ----------    ----------    ----------
                                                       (80,198)      (64,475)     (196,775)     (178,955)
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 Partnership's
          share of gains on sale of indirect
          partnership interests . . . . . . . . .      (80,198)      (64,475)     (196,775)    3,393,222

Partnership's share of gains on sale of
  indirect partnership interests. . . . . . . . .        7,553         --          828,049       343,038
                                                    ----------    ----------    ----------    ----------
        Net earnings (loss) . . . . . . . . . . .   $  (72,645)      (64,475)      631,274     3,736,260
                                                    ==========    ==========    ==========    ==========



<PAGE>


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

                                    STATEMENTS OF OPERATIONS - Continued



                                                       THREE MONTHS ENDED           NINE MONTHS ENDED
                                                          SEPTEMBER 30,               SEPTEMBER 30,
                                                   -------------------------   -------------------------
                                                       2002          2001          2002          2001
                                                    ----------    ----------    ----------    ----------

        Net earnings (loss) per limited
         partnership interest:
           Earnings (loss) before Partnership's
             share of gains on sale of indirect
             partnership interests. . . . . . . .   $      (77)          (62)         (189)        3,261
           Partnership's share of gains on sale
             of indirect partnership interests. .        --            --              821           340
           Reallocation among partners of
             gains on sales . . . . . . . . . . .        --            --             (838)        --
                                                    ----------    ----------    ----------    ----------

                                                    $      (77)          (62)         (206)        3,601
                                                    ==========    ==========    ==========    ==========

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


















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


<PAGE>


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

                             STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                           PERIOD FROM JANUARY 1, 2002 THROUGH SEPTEMBER 30, 2002
                            (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
                                                 (UNAUDITED)


<caption>

                            General Partners                               Limited Partners
             ---------------------------------------------------------------------------------------------
                             Net        Cash                               Net          Cash
               Contri-     Earnings    Distri-                Contri-    Earnings      Distri-
               butions      (Loss)     butions     Total      butions     (Loss)       butions      Total
              ----------  ----------   --------  ----------  ---------- -----------  -----------  --------

           <c>         <c>          <c>       <c>         <c>        <c>          <c>          <c>
Balance
 (deficit)
 at January 1,
 2002 . . . . $    1,500  (1,158,224)  (774,962) (1,931,686) 57,042,489 (37,425,408) (18,999,000)  618,081

Capital
 contribu-
 tions. . . .  1,094,495       --         --      1,094,495       --          --           --        --

Net earnings
 (loss) . . .      --            410      --            410       --        630,864        --      630,864

Reallocations
 among part-
 ners of gains
 on sales . .      --        836,781      --        836,781       --       (836,781)       --     (836,781)
               ---------  ----------   --------  ----------  ---------- -----------  -----------  --------

Balance
 (deficit) at
 September 30,
 2002 . . . . $1,095,995    (321,033)  (774,962)      --     57,042,489 (37,631,325) (18,999,000)  412,164
              ==========  ==========   ========  ==========  ========== ===========  ===========  ========





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


<PAGE>


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

                       STATEMENTS OF CASH FLOWS

   NINE MONTHS ENDED SEPTEMBER 30, 2002 (IMMEDIATELY PRIOR TO FINAL
  LIQUIDATING DISTRIBUTION) AND NINE MONTHS ENDED SEPTEMBER 30, 2001
                              (UNAUDITED)



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

Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . .     $  631,274      3,736,260
  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 gains on
      sale of indirect partnership
      interests . . . . . . . . . . . .       (828,049)      (343,038)
  Changes in:
    Interest receivable . . . . . . . .            525         (2,412)
    Accounts payable. . . . . . . . . .        (15,482)         7,592
    Amounts due to affiliates . . . . .         44,802         68,415
    Amounts due to affiliates -
      accrued interest. . . . . . . . .         76,360         62,417
                                            ----------     ----------
        Net cash provided by (used in)
          operating activities. . . . .        (90,570)       (42,943)

Cash flows from investing activities:
  Partnership's distribution from
    unconsolidated venture. . . . . . .          --         1,435,703
  Partnership's distributions from
    unconsolidated venture
    - sale proceeds . . . . . . . . . .        166,821        343,038
                                            ----------     ----------
        Net cash provided by (used in)
          investing activities. . . . .        166,821      1,778,741
                                            ----------     ----------

Cash flows from financing activities:
  Amounts received from affiliates. . .          --            40,000
  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)
                                            ----------     ----------

        Net increase (decrease) in
          cash and cash equivalents . .         76,251        349,226
        Cash and cash equivalents,
          beginning of year . . . . . .        335,913         18,822
                                            ----------     ----------
        Cash and cash equivalents,
          end of period . . . . . . . .     $  412,164        368,048
                                            ==========     ==========



<PAGE>


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

            STATEMENTS OF CHANGES IN CASH FLOWS - Continued



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

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

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

    Contribution from general partners:
      Notes payable to affiliate. . . .     $1,018,135          --
      Accrued interest. . . . . . . . .         76,360          --
                                            ----------     ----------
                                            $1,094,495          --
                                            ==========     ==========








































            See accompanying notes to financial statements.


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS

                 NINE MONTHS ENDED SEPTEMBER 30, 2002
         (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
               AND NINE MONTHS ENDED SEPTEMBER 30, 2001
                              (UNAUDITED)


OPERATIONS AND BASIS OF ACCOUNTING

     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 Partnership held an approximate indirect 25% interest in JMB/NYC
Office Building Associates, L.P. ("JMB/NYC"), which in turn owned an
indirect interest in commercial real estate in New York, New York
consisting of the 1290 Avenue of the Americas property (prior to the sale
of JMB/NYC's interest in March 2001).  Due to the Restructuring in November
1999, JMB/NYC owned an indirect interest in the partnership that owned 237
Park Avenue and certain other investments (prior to the sale of JMB/NYC's
interest in January 2002).  JMB/NYC's interest in that partnership was
significantly less than 1% of such partnership.

     The equity method of accounting had been applied with respect to the
Partnership's indirect 25% interest in JMB/NYC through Property Partners,
L.P. through the confirmation and acceptance of the Amended Plan of
Reorganization and Disclosure Statement on October 10, 1996 ("Effective
Date").  During 1996, the Partnership reversed those previously recognized
losses resulting from its interest in JMB/NYC that it was no longer
obligated to fund due to the conversion of JMB/NYC's general partnership
interest to a limited partnership interest in the joint ventures which had
owned 1290 Avenue of the Americas and 237 Park Avenue (collectively, the
"Properties") and the terms of the restructuring.  The Partnership had no
future funding obligations (other than that related to a certain
indemnification agreement provided in connection with the restructuring,
which was terminated upon sale of JMB/NYC's interest of the 1290
Partnership) and had no influence or control over the day-to-day affairs of
the joint ventures which owned the Properties subsequent to the Effective
Date.  Accordingly, the Partnership discontinued the application of the
equity method of accounting for the indirect interests in the Properties
and additional losses from the investment in unconsolidated venture were
not recognized.

     The Partnership records were maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying financial statements have been prepared from such records
after making appropriate adjustments to present the Partnership's accounts
in accordance with accounting principles generally accepted in the United
States of America ("GAAP").  Such GAAP adjustments were not recorded on the
records of the Partnership. The net effect of these items for the nine
months ended September 30, 2002 (immediately prior to final liquidating
distribution) is summarized as follows:



<PAGE>


                                                   2002
                                        ---------------------------
                                          GAAP BASIS     TAX BASIS
                                         (UNAUDITED)    (UNAUDITED)
                                         -----------    -----------
Total assets. . . . . . . . . . . . . .   $  412,164        412,164
Partners' capital accounts (deficits):
  General partners. . . . . . . . . . .        --             --
  Limited partners. . . . . . . . . . .      412,164        412,164
 Net income (loss):
  General partners. . . . . . . . . . .      837,191     13,324,920
  Limited partners. . . . . . . . . . .     (205,917)    47,964,406
 Net income (loss) per limited
  partnership interest. . . . . . . . .         (206)        48,061
                                          ==========    ===========

     The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests (the "Interests") outstanding
at the end of each period.  Also, because net income (loss) was computed
immediately prior to final liquidation and termination of the Partnership,
a Holder of Interests may have an additional capital gain or loss upon
completion of these events depending on such Holder's basis in his or her
Interests for Federal income tax purposes.

     The preparation of financial statements in accordance with GAAP
required 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 those estimates.

     No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership.

JMB/NYC

     JMB/NYC was a limited partnership among Property Partners, L.P. and
its affiliates, 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.
Prior to its termination the Partnership held, 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.
was Carlyle Investors, Inc., of which the Partnership was a 25%
shareholder.  The general partner in each of JMB/NYC and Property Partners,
L.P. was an affiliate of the Partnership.  JMB/NYC, Property Partners,
L.P., Carlyle Managers, Inc. and Carlyle Investors, Inc. were dissolved and
terminated in September and October 2002.

     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.

     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 during the years
1999, 2000 and 2001 was 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 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 was
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 was significantly less than 1% of the 237 Partnership.)
The 237 Partnership owned 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


<PAGE>


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 were reduced to zero and included
as part of the gain on sale in 2002.  The distributions received in excess
of recorded investment were created by the 1999 retirement of the
Partnership's obligations to fund, on demand, $200,000 and $200,000 to
Carlyle Investors, Inc. and Carlyle Managers, Inc., respectively, of
additional paid-in capital.  Such obligations, when retired, included
accrued but unpaid interest.

     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.  The Partnership
received its share of the sale proceeds and collateral amount 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 was
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) owned
through the Upper Tier Partnership and was non-recourse to JMB/NYC.  The
Purchase Note required 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 accrued and was 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 the Purchase Note
was not repaid within one year of its maturity as discussed below.  The
outstanding principal and accrued and deferred interest on the Purchase
Note at the date of debt forgiveness and final liquidation and termination


<PAGE>


of the Partnership, September 30, 2002, was approximately $186,347,000,
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 generally were 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.  After 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, which did not repay the entire amount
of the tranche of the Purchase Note acquired by the limited partners of
JMB/NYC, there were no significant assets, if any, securing repayment of
the balance due under the Purchase Note, which was considered
uncollectible.  Accordingly, the holder did not seek to foreclose on
JMB/NYC's interest in the Upper Tier Partnership.  JMB/NYC recognized gain
on debt forgiveness for financial reporting purposes during September 2002
and Federal income tax purposes during 2002 equal to the remaining unpaid
principal and accrued interest on the Purchase Note of approximately
$186,347,000 and $62,216,000, respectively.  For Federal income tax
purposes the Partnership's share of such gain is expected to be
approximately $15,580,000.  During 1996, the Partnership discontinued the
equity method of accounting, as discussed above, for financial reporting
purposes.  Therefore, the Partnership did not recognize a portion of
JMB/NYC's share of the gain related to the Purchase Note for financial
reporting purposes.

     During 2002, the source of cash to the Partnership was generally
limited to its existing cash reserves and its share of the proceeds from
the sale of JMB/NYC's indirect interest in the 237 Partnership.  In January
2002, the sale of JMB/NYC's indirect interest in the 237 Partnership 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 was 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 represented the Holders' share of the majority of the assets
remaining in the Partnership.


<PAGE>


PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations were allocated 96% to the Holders
of Interests and 4% to the General Partners.  However, certain provisions
of the Federal income tax law prohibit the allocation of net tax losses to
the Holders of Interests if the net tax losses exceed the Holders of
Interests' current basis in the Partnership.  The Holders of Interests'
basis in the Partnership was essentially equal to their initial capital
contributions less cumulative cash distributions and losses incurred for
Federal income tax purposes plus income allocated for Federal income tax
purposes and the Holders of Interests' share of the minimum taxable gain
from a hypothetical disposition of the Properties.  In 1996, the Holders of
Interests were allocated ordinary income and capital gain for Federal
income tax purposes in an amount that, when combined, equalled their share
of the decrease in the Partnership's minimum taxable gain during 1996.
Profits from the sale or other disposition of all or substantially all of
the Partnership's interest in JMB/NYC or in 1290 Avenue of the Americas or
237 Park were to be allocated to the General Partners to the greater of 1%
of such profits or the amount of cash distributable to the General Partners
from any such sale or disposition, plus an additional amount of such
profits, if necessary, to reduce deficits in the General Partners' capital
accounts to a level consistent with the gain anticipated to be realized
from future sales.  Losses from the sale of all or substantially all of the
Partnership's interest in JMB/NYC or in 1290 Avenue of the Americas or 237
Park were to be allocated 1% to the General Partners.  The remaining sale
or disposition profits and losses were allocable to the Holders of
Interests.  All such profits or losses generally were allocated among the
Holders of Interests in proportion to their respective ownership of
Interests, subject to allocations of taxable gain among the Holders of
Interests in order to equalize their capital accounts as a result of
disproportionate allocations of losses during the offering period.

     The General Partners were not required to make any additional capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership.  Distributions of "Distributable Cash"
(as defined) of the Partnership were allocated 90% to the Holders of
Interests and 10% to the General Partners (of which 6.25% constituted a
management fee).  Distributions of "Sale Proceeds" and "Financing Proceeds"
(as defined) of the Partnership generally were to be made to the Holders of
Interests until they had received the amount of their capital contributions
plus a specified return thereon.

     Allocations among the partners in the accompanying accrual basis
financial statements were made in accordance with the provisions of the
Partnership Agreement and the venture agreements.  Differences may have
resulted between allocations among the partners on the GAAP basis and the
tax basis.  Such differences have had no significant effect on total
assets, total partners' capital or net loss.


TRANSACTIONS WITH AFFILIATES

     In accordance with the Partnership Agreement, the General Partners
were 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 did not result in
a distribution to the Holders of Interests which equated 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 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 bore interest at a rate not to exceed 10% per annum (10% per annum
during 2002).  As of September 30, 2002, $694,595 represented interest
earned on such loans, all of which was unpaid.  These loans and accrued
interest were to be repaid upon sale or refinancing only after the Holders
of Interests had received an amount equal to their contributed capital plus


<PAGE>


any deficiency in a stipulated return thereon.  Accordingly, at final
liquidation and termination of the Partnership such amounts were not
repaid, and were deemed contributed by the General Partners as reflected in
the accompanying financial statements.

     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 shares of
the proceeds from the sales of the indirect interests in the 1290 and 237
Partnerships, the Partnership, as of September 30, 2002 (immediately prior
to final liquidating distribution), recorded a receivable of approximately
$64,000 (of which approximately $27,000 related to amounts accrued in 2002)
for the shortfall of interest guaranteed under the agreement.  Unpaid
amounts under the agreement accrued interest at 10% per annum compounded
annually.  This amount was paid to the Partnership immediately prior to the
final liquidation and termination of the Partnership and is reflected in
cash and cash equivalents in the accompanying financial statements.

     The Corporate General Partner and its affiliates were 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 were entitled to reimbursements for portfolio management,
legal and accounting services.  Such costs were $25,508 and $10,409 for the
nine months ended September 30, 2002 and 2001, respectively, all of which
was paid at September 30, 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.

     In September of 2002, the Partnership received final dividends of
approximately $28,000 and $35,000 from Carlyle Investors, Inc. and Carlyle
Managers, Inc., respectively, and a final distribution of approximately
$7,600 from Property Partners, L.P., related to the dissolution and
liquidation of those companies following the sale of JMB/NYC's indirect
interest in the 237 Partnership.

     In connection with its winding up, the Partnership entered into an
agreement (the "Winding Up agreement") with the Corporate General Partner
pursuant to which the Corporate General Partner generally assumed the
obligation to pay or otherwise discharge expenses and liabilities of the
Partnership not otherwise paid, discharged or provided for by the
Partnership, including contingent liabilities of the Partnership that may
arise after its winding up.  In consideration of such assumption, the
Partnership paid the Corporate General Partner approximately $4,000 in cash
and transferred to the Corporate General Partner the Partnership's
contingent rights, if any, to indemnification or reimbursement, including
coverage and benefits under contracts of insurance and certain other rights
to receive or collect amounts, if any, that may be payable to the
Partnership.




<PAGE>


SUBSEQUENT EVENT

     The Partnership made a final liquidating cash distribution of $412,164
($412.99 per Interest) to its Holders of Interests and wound up its affairs
effective September 30, 2002.


ADJUSTMENTS

     During 2002, a reallocation of current and prior years' gains on sales
was made among the partners for financial reporting purposes.  Such
reallocation did not have an effect on total assets, total partners'
capital or net earnings.

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
2002 and for the three and nine months ended September 30, 2002 and 2001.



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 proceeds
(approximately $340,000) from the sale of JMB/NYC's indirect interest in
the 1290 Partnership 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.  As discussed below, JMB/NYC's indirect interest in the 237
Partnership was sold in January 2002.  The Partnership received its share
of the proceeds from such sale (approximately $159,000) in March 2002.

     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 was the result of the return
of the remaining collateral amount under the indemnification agreement
after the repayment of the JMB note, as described more fully above.  The
distribution represented the Holders' share of the majority of the assets
remaining in the Partnership.

     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 shares of
the proceeds from the sales of indirect interests in the 1290 and 237
Partnerships, the Partnership recorded a receivable of approximately
$64,000 (of which approximately $27,000 related to amounts accrued in 2002)
for the shortfall of interest guaranteed under the agreement.  This amount
was paid to the Partnership immediately prior to the time of the final
liquidation and termination of the Partnership.  Unpaid amounts under the
agreement accrued interest at 10% per annum compounded annually.


<PAGE>


     In September of 2002, the Partnership received final dividends of
approximately $28,000 and $35,000 from Carlyle Investors, Inc. and Carlyle
Managers, Inc., respectively, and a final distribution of approximately
$7,600 from Property Partners, L.P., related to the dissolution and
liquidation of those companies following the sale of JMB/NYC's indirect
interest in the 237 Partnership.  The Partnership made a final liquidating
distribution to the Holders of Interests and terminated its affairs on
September 30, 2002.  Such distribution was approximately $412,000 ($412.99
per Interest).

     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 owned 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 was
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 was significantly less than 1% of the 237 Partnership.)
The 237 Partnership owned 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 were reduced to
zero and included as part of the gain on sale in 2002.  The distributions
received in excess of recorded investment were created by the 1999
retirement of the Partnership's obligations to fund, on demand, $200,000
and $200,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital.  Such obligations, when
retired, included accrued but unpaid interest.

     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


<PAGE>


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 received its share
of the sale proceeds and collateral amount 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 was
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) owned
through the Upper Tier Partnership and was non-recourse to JMB/NYC.  The
Purchase Note required 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 accrued and was 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 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 the date of debt forgiveness and final liquidation and termination
of the Partnership, September 30, 2002, was approximately $186,347,000
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 generally were 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.  After 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, which did not repay the entire amount
of the tranche of the Purchase Note acquired by the limited partners of
JMB/NYC, there were no significant assets, if any, securing repayment of
the balance due under the Purchase Note, which was considered
uncollectible.  Accordingly, the holder did not seek to foreclose on
JMB/NYC's interest in the Upper Tier Partnership.  JMB/NYC recognized gain


<PAGE>


on debt forgiveness for financial reporting purposes during September 2002
and Federal income tax purposes during 2002 equal to the remaining unpaid
principal and accrued interest on the Purchase Note of approximately
$186,347,000 and $62,216,000, respectively.  For Federal income tax
purposes the Partnership's share of such gain is expected to be
approximately $15,580,000.  During 1996, the Partnership discontinued the
equity method of accounting, as discussed above, for financial reporting
purposes.  Therefore, the Partnership did not recognize a portion of
JMB/NYC's share of the gain related to the Purchase Note for financial
reporting purposes.

     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 during
the years 1999, 2000 and 2001 was 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.

     During 2002, the source of cash to the Partnership was generally
limited to its existing cash reserves and its share of the proceeds from
the sale of JMB/NYC's indirect interest in the 237 Partnership.  In January
2002, the sale of JMB/NYC'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.  The Partnership made a final
liquidating distribution to the Holders of Interests of approximately
$412,000 ($412.99 per Interest) and terminated its affairs on September 30,
2002.  However, in connection with 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, which was the Partnership's last investment property,
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 was 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.



<PAGE>


     In connection with its winding up, the Partnership entered into an
agreement (the "Winding Up agreement") with the Corporate General Partner
pursuant to which the Corporate General Partner generally assumed the
obligation to pay or otherwise discharge expenses and liabilities of the
Partnership not otherwise paid, discharged or provided for by the
Partnership, including contingent liabilities of the Partnership that may
arise after its winding up.  In consideration of such assumption, the
Partnership paid the Corporate General Partner approximately $4,000 in cash
and transferred to the Corporate General Partner the Partnership's
contingent rights, if any, to indemnification or reimbursement, including
coverage and benefits under contracts of insurance and certain other rights
to receive or collect amounts, if any, that may be payable to the
Partnership.

RESULTS OF OPERATIONS

     The increase in cash and cash equivalents at September 30, 2002
(immediately prior to final liquidating distribution) as compared to
December 31, 2001 is primarily due to the receipt of the Partnership's
share (approximately $159,000) of the proceeds of the January 2002 sale of
JMB/NYC's indirect interest in the 237 Partnership and final dividends of
approximately $28,000 and $35,000 received from Carlyle Investors, Inc. and
Carlyle Managers, Inc., respectively, in September 2002, partially offset
by cash used to fund operating activities during the first nine months of
2002.  The Partnership received the sale proceeds in March 2002.

     Amounts due to affiliates, net at September 30, 2001 represents
principal and accrued interest (including interest reflected on the
accompanying statements of operations for the three and nine month periods
ended September 30, 2002) for loans made by the General Partners to the
Partnership out of cash distributions to the General Partners, as required
by the terms of the Partnership Agreement.  Repayment of these loans was
subordinated to receipt by the Holders of an amount equal to their
contributed capital plus any deficiency in a stipulated return thereon.
Because the Holders did not receive the requisite amounts, the loans were
not repayable.  As a result, the balance sheet at September 30, 2002, does
not reflect the loan balances as amount due to affiliates, but such amounts
(aggregating approximately $1,094,500) are reflected as capital contributed
by the General Partners to the Partnership in the accompanying financial
statements.

     The decrease in distributions received in excess of recorded
investment at September 30, 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 were created by the 1999
retirement of the Partnership's obligations to fund, on demand, $200,000
and $200,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital.  Such obligations, when
retired, included accrued but unpaid interest.  Such investment was reduced
to zero and included in Partnership's share of gain on sale of JMB/NYC's
indirect partnership interest in the 237 Partnership because that interest
was the Partnership's last investment property.

     The decrease in interest income for the three and nine months ended
September 30, 2002 as compared to the same period in 2001 is primarily due
to a higher average cash balance in invested funds in 2001.

     The other income for the three and nine months ended September 30,
2002 consists of final dividends of approximately $28,000 and $35,000
received from Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, in September 2002.

     The increase in professional services for the three and nine months
ended September 30, 2002 as compared to the same periods in 2001 is
primarily due to higher costs for accounting services in 2002 due to the
termination of the Partnership.



<PAGE>


     The increase in general and administrative expenses for the three and
nine months ended September 30, 2002 as compared to the same periods in
2001 is primarily due to payments made in September 2002 for certain
administrative costs relating to the liquidation of the Partnership.

     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 nine months ended September 30, 2002 is primarily the
aggregate amount of the Partnership's share (approximately $159,000) 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 (approximately $661,000).  The
Partnership's share of gain on sale of indirect partnership interest for
the three months ended September 30, 2002, is due to a final liquidating
distribution of cash generated from sales proceeds of approximately $7,600
received from Property Partners, L.P. in September 2002.  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.


ITEM 4.  CONTROLS AND PROCEDURES

     Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of a date within 90
days prior to the date of the filing of this report (the "Evaluation Date")
with the Securities and Exchange Commission ("SEC").  Based on such
evaluation, the principal executive officer and the principal financial
officer have concluded that the Partnership's disclosure controls and
procedures were effective as of the Evaluation Date to ensure that
information required to be disclosed in this report was recorded,
processed, summarized and reported within the time period specified in the
applicable SEC rules and form for this report.  Furthermore, there have
been no significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.





<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 was
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  Unpaid principal and interest were due at
final 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 the date of debt
forgiveness and liquidation and termination of the Partnership, September
30, 2002, was approximately $186,347,000 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 the Partnership's Report for June 30,
                     2002 on Form 10-Q (File No. 0-14547) dated
                     August 12, 2002.

            10.1     Winding Up Agreement by and between JMB/Manhattan
                     Associates, Ltd. and JMB/Manhattan Investors, Inc.
                     dated September 27, 2002 is filed herewith.

            99.      Certification Pursuant to 18 U.S.C. Section 1350, as
                     adopted pursuant to Section 906 of the Sarbanes
                     Oxley Act of 2002 is filed herewith.


      (b)   No reports on Form 8-K were filed during the last quarter
            of the period 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 14, 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: November 14, 2002




                            CERTIFICATIONS

I, H. Rigel Barber, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of JMB/Manhattan
     Associates, Ltd.;

2.   Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:

     a)    designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;

     b)    evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this quarterly report (the "Evaluation
           Date"); and


<PAGE>


     c)    presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and
     the audit committee of registrant's board of directors (or persons
     performing the equivalent function):

     a)    all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

     b)    any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.   The registrant's other certifying officer and I have indicated in
     this quarterly report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date:November 14, 2002

                            /s/ H. Rigel Barber
                            ----------------------------
                            Principal Executive Officer




                            CERTIFICATIONS


I, Gailen J. Hull, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of JMB/Manhattan
     Associates, Ltd.;

2.   Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:

     a)    designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;



<PAGE>


     b)    evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this quarterly report (the "Evaluation
           Date"); and

     c)    presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and
     the audit committee of registrant's board of directors (or persons
     performing the equivalent function):

     a)    all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

     b)    any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.   The registrant's other certifying officer and I have indicated in
     this quarterly report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date:November 14, 2002

                            /s/ Gailen J. Hull
                            ----------------------------
                            Principal Financial Officer