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, 1999                                   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 . . . . . . . . . . . . . . . .     9




PART II    OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K. . . . . . . . . . .    11







<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                              BALANCE SHEETS

                   MARCH 31, 1999 AND DECEMBER 31, 1998
                                (UNAUDITED)

                                  ASSETS
                                  ------
                                            MARCH 31,        DECEMBER 31,
                                              1999              1998     
                                          -------------      ----------- 
Current assets:
  Cash . . . . . . . . . . . . . . . . .  $       5,469            4,894 
                                          -------------      ----------- 
                                          $       5,469            4,894 
                                          =============      =========== 

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

Current liabilities:
  Note payable to an affiliate - 
    current portion. . . . . . . . . . .  $   1,005,071          974,073 
  Accounts payable . . . . . . . . . . .         71,051            8,406 
  Amounts due to affiliates. . . . . . .      1,425,630        1,401,298 
                                         --------------    ------------- 
          Total current liabilities. . .      2,501,752        2,383,777 

Partnership's share of the maximum 
  unfunded obligation under the 
  indemnification agreement. . . . . . .      3,963,568        3,997,131 
                                         --------------    ------------- 
          Total liabilities. . . . . . .      6,465,320        6,380,908 

Commitments and contingencies 

Partners' capital accounts (deficits):
  General partners:
    Capital contributions. . . . . . . .          1,500            1,500 
    Cumulative net earnings (losses) . .     (1,395,241)      (1,391,888)
    Cumulative cash distributions. . . .       (737,500)        (737,500)
                                        ---------------    ------------- 
                                             (2,131,241)      (2,127,888)
                                        ---------------    ------------- 
  Limited partners:
    Capital contributions, net of 
    offering costs . . . . . . . . . . .     57,042,489       57,042,489 
    Cumulative net earnings (losses) . .    (43,371,099)     (43,290,615)
    Cumulative cash distributions. . . .    (18,000,000)     (18,000,000)
                                        ---------------    ------------- 
                                             (4,328,610)      (4,248,126)
                                        ---------------    ------------- 
          Total partners' capital 
            accounts (deficits). . . . .     (6,459,851)      (6,376,014)
                                        ---------------    ------------- 
                                        $         5,469            4,894 
                                        ===============    ============= 





              See accompanying notes to financial statements.


<PAGE>


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

                         STATEMENTS OF OPERATIONS

                THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                (UNAUDITED)



                                                 1999            1998    
                                              ----------      ---------- 

Income . . . . . . . . . . . . . . . . . . . $     --              --    
                                             -----------      ---------- 

Expenses:
  Interest . . . . . . . . . . . . . . . . .      37,330          35,886 
  Professional services. . . . . . . . . . .      46,000          50,000 
  General and administrative . . . . . . . .      34,070          27,532 
                                             -----------      ---------- 
                                                 117,400         113,418 
                                             -----------      ---------- 

                                                (117,400)       (113,418)

Partnership's share of the reduction of
  the maximum unfunded obligation. . . . . .      33,563          33,563 
                                             -----------      ---------- 

        Net earnings (loss). . . . . . . . . $   (83,837)        (79,855)
                                             ===========      ========== 

        Net earnings (loss) per 
          limited partnership 
          interest . . . . . . . . . . . . . $       (81)            (77)
                                             ===========      ========== 

        Cash distribution per 
          per limited partnership 
          interest . . . . . . . . . . . . . $     --              --    
                                             ===========      ========== 


























              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, 1999 AND 1998
                                (UNAUDITED)



                                                 1999            1998    
                                              ----------      ---------- 

Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . . .  $  (83,837)        (79,855)
  Items not requiring (providing) cash 
   or cash equivalents:
    Partnership's share of the reduction 
      of the maximum unfunded obligation . .     (33,563)        (33,563)
  Changes in:
    Accounts payable . . . . . . . . . . . .      62,645          61,773 
    Amounts due to affiliates - 
      accrued interest . . . . . . . . . . .      35,330          33,885 
                                              ----------     ----------- 

          Net cash provided by (used in) 
            operating activities . . . . . .     (19,425)        (17,760)

Cash flows from investing activities:

          Net cash provided by (used in) 
            investing activities . . . . . .       --              --    
                                              ----------     ----------- 

Cash flows from financing activities:
  Amounts received from affiliates . . . . .      20,000          35,000 
                                              ----------     ----------- 

          Net cash provided by (used in) 
            financing activities . . . . . .      20,000          35,000 
                                              ----------     ----------- 

          Net increase (decrease) in cash. .         575          17,240 
          Cash, beginning of year. . . . . .       4,894             971 
                                              ----------     ----------- 

          Cash, end of period. . . . . . . .  $    5,469          18,211 
                                              ==========     =========== 

Supplemental disclosure of cash flow 
 information:
  Cash paid for mortgage and 
    other interest . . . . . . . . . . . . .  $    2,000           --    
                                              ==========     =========== 

  Non-cash investing and financing 
    activities . . . . . . . . . . . . . . .  $    --              --    
                                              ==========     =========== 










              See accompanying notes to financial statements.


<PAGE>


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

                       NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 1999 AND 1998
                                (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1998, which
are included in the Partnership's 1998 Annual Report on Form 10-K (File
No. 0-14547) dated March 22, 1999, 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 1998 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

     As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals 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 has any direct
or indirect continuing interest in the Properties.  The new ownership
structure gives 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 has,
under certain limited circumstances, through January 1, 2001 rights of
consent regarding sale of the Properties or the consummation of certain
other transactions that significantly reduce indebtedness of the
Properties.  In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties.  There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001.  In addition, the non-
recourse purchase money notes made by JMB/NYC for its interests in the
Properties, which are secured by JMB/NYC's interests in the Properties and
had outstanding principal and accrued and deferred interest of
approximately $121,500,000 at March 31, 1999, mature on January 2, 2001. 
If such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership. 
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.

     Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated to indemnify, through a date no later than
January 2, 2001, the REIT to the extent of $25 million to ensure their
compliance with the terms and conditions relating to JMB/NYC's indirect
limited partnership interest in the restructured and reorganized joint
ventures that own the Properties.  The Affiliated Partners contributed
approximately $7.8 million (of which the Partnership's share was
approximately $1.9 million) to JMB/NYC which was deposited into an escrow
account as collateral for such indemnification.  These funds have been
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001.  The Partnership's share of the reduction of the maximum


<PAGE>


unfunded obligation under the indemnification agreement recognized as
income, is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC.  Such income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.

     The provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking any actions that could have an adverse
effect on the operations of the REIT.  Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely.  Therefore, the Partnership expects its share of the collateral
to be returned (including interest earned) at the termination of the
indemnification agreement.  Upon return of such funds, advances made by JMB
(including accrued and deferred interest) and other amounts due to JMB will
be repaid.  Only after establishing an appropriate working capital reserve
would any remaining amounts be available for distribution to the partners
of the Partnership.  Until the Partnership receives its share of the
collateral, the Partnership's sole source of capital to fund operating
expenses are advances from JMB pursuant to a promissory note ($1,005,071
outstanding at March 31, 1999) as described below.

     During 1996, as a result of the adoption of the Plan, JMB/NYC
discontinued the application of the equity method of accounting for its
investments in unconsolidated ventures and reversed those previously
recognized losses from the unconsolidated ventures except for an amount
equal to the maximum obligation under the indemnification agreement of
$25,000,000.  Also, the Partnership has discontinued the application of the
equity method of accounting for the indirect interests in the Properties
and additional losses from the investment will not be recognized.  Should
the unconsolidated venture subsequently report income, the Partnership will
resume applying the equity method on its share of such income only after
such income exceeds net losses not previously recognized.

     While the Partnership is not expected to terminate in the near term,
it currently appears unlikely that any significant distributions will be
made by the Partnership at any time due to the level of indebtedness
remaining on the Properties, the significant preference levels to other
partners within the reorganized joint ventures owning the Properties, the
original purchase money notes payable by JMB/NYC, and the liabilities of
the Partnership.

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 and 1990, the General Partners
have loaned $300,000 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, 1999, $404,959 represented interest earned on
such loans, all of which was unpaid.  These loans and accrued interest can
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.



<PAGE>


     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 $5,000 and $7,025 for the
three months ended March 31, 1999 and 1998, respectively, of which $5,000
was unpaid at March 31, 1999.

     The Partnership has obligations to fund, on demand, $200,000 and
$200,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital (reflected in the amounts due
to affiliates in the accompanying financial statements).  As of March 31,
1999, the obligations bore interest of 4.62% per annum and cumulative
interest accrued on these obligations was $314,687.

     JMB advanced the Partnership $20,000 during the first three months of
1999.  Advances made by JMB are evidenced by a promissory note with a
maximum principal sum of $2 million and are due June 30, 1999.  The note
bears interest at the applicable Federal rate, which ranged between 4.62%
and 5.35% per annum in the first three months of 1999.  Semi-annually, any
interest accrued but unpaid is added to the principal balance of the note. 
The balance of the note, including accrued and deferred interest, was
$1,005,071 and $951,103 as of March 31, 1999 and December 31, 1998,
respectively.  The Partnership's sole source of capital to pay for
continuing operations is advances from JMB.  The Partnership expects to
seek a modification or extension of the promissory 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, 1999 and for the
three months ended March 31, 1999 and 1998.



<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.

     The Partnership's sole source of capital to fund continuing operations
are loans from JMB, pursuant to a promissory note with a maximum principal
sum of $2 million and a scheduled maturity of June 30, 1999.  During the
three months ended March 31, 1999, JMB advanced the Partnership $20,000. 
Semi-annually, any interest accrued but unpaid is added to the principal
balance of the note.  The note, including accrued interest, has an
outstanding balance of $1,005,071 at March 31, 1999.  The Partnership's
ability to fund operations and continue as a going concern is dependent
upon additional advances pursuant to the promissory note.  The Partnership
expects to seek a modification or extension of the promissory note.

     As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning the Properties.  The new ownership
structure gives control of the Properties to a real estate investment trust
(the "REIT").  JMB/NYC has, through January 1, 2001 under certain limited
circumstances, rights of consent regarding the sale of the Properties or
the consummation of certain other transactions that significantly reduce
the indebtedness of the Properties.  In general, at any time on or after
January 2, 2001, an affiliate of the REIT has the right to purchase
JMB/NYC's interest in the Properties for certain amounts relating to the
operations of the Properties.  There can be no assurance that such REIT
affiliate will not exercise such right on or after January 2, 2001.  In
addition, the non-recourse purchase money notes made by JMB/NYC for its
interests in the Properties, which are secured by JMB/NYC's interests in
the Properties and had outstanding principal and accrued and deferred
interest of approximately $121,500,000 at March 31, 1999, mature on
January 2, 2001.  If such REIT affiliate exercises such right to purchase,
for the reasons discussed below, it is unlikely that such purchase would
result in any significant distributions to the partners of the Partnership.

Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.

     Due to the level of indebtedness remaining on the Properties, the
significant preference levels to other partners within the reorganized
joint ventures, the original purchase money notes payable by JMB/NYC and
the note payable to JMB, it is unlikely that the Partnership will be able
to make any significant distributions to the Holders of Interests. 
However, in the event of a sale or other disposition of any of the
Properties or of JMB/NYC's interest in the Properties, the Holders of
Interests will be allocated substantial net gain for Federal income tax
purposes (corresponding to all or most of their deficit capital accounts
for tax purposes) even though the Partnership would not be able to make any
significant amounts of distributions.  Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holders of
Interests.  The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.

RESULTS OF OPERATIONS

     The increase in notes payable and amounts due to affiliates as of
March 31, 1999 compared to December 31, 1998 is primarily due to additional
loans aggregating $20,000 pursuant to the promissory note payable to JMB
and interest expense accrued but unpaid on the note and amounts due to
affiliates.


<PAGE>


     The increase in general and administrative for the three months ended
March 31, 1999 as compared to March 31, 1998 is primarily due to an
increase in certain expenses related to the administration of the
Partnership.

YEAR 2000

     The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year.  Consequently, any
computer programs that have time-sensitive software may recognize  a date
using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.

     The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors.  Except as noted in the following sentences, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects.  Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999.  The Partnership has not inquired of
the joint ventures that own the Properties as to the status of their year
2000 compliance.

     The Partnership does not believe that the year 2000 problem presents
any material additional risks to its business, results of operations or
financial condition and has not developed, and does not intend to develop,
any contingency plans to address the year 2000 problem.  Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership.  Although the year 2000 problem may or may not present various
risks for the joint ventures owning the Properties, the Partnership does
not believe that these risks, to the extent they may exist, present any
material additional risks to the Partnership's business, results of
operations or financial condition.  As discussed in the Notes to Financial
Statements included elsewhere in this report, JMB/NYC has discontinued the
equity method of accounting for its indirect interests in the joint
ventures owning the Properties.  Moreover, for the reasons discussed
elsewhere in this Management Discussion and Analysis of Financial Condition
and Results of Operations, JMB/NYC does not expect to receive any
significant distributions in the future from the joint ventures owning the
Properties.  The Partnership and JMB/NYC also have no involvement in or
authority over the general operations or management of the joint ventures
owning the Properties or the development of their contingency plans, if
any, for the year 2000 problem.

     The Partnership has not incurred and does not expect to incur, any
material direct costs for year 2000 compliance.  Although the Partnership
has not made inquiry of the joint ventures owning the Properties as to
their actual or projected year 2000 compliance costs, if any, the
Partnership does not believe that any such costs would have a material
effect on the Partnership.  Neither the Partnership nor JMB/NYC is
obligated to contribute any funds to pay for such costs.  In addition,
since JMB/NYC does not expect to receive any significant distributions in
the future from the joint ventures owning the Properties, the Partnership
does not believe that any such costs incurred will have any material effect
on the Partnership's indirect investment in the joint ventures.



<PAGE>


PART II.  OTHER INFORMATION

     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.

            27.       Financial Data Schedule



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



<PAGE>


                                SIGNATURES


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


                 JMB/MANHATTAN ASSOCIATES, LTD.

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




                       By:   GAILEN J. HULL
                             Gailen J. Hull, Vice President
                       Date: May 12, 1999


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




                             GAILEN J. HULL
                             Gailen J. Hull, Principal Accounting Officer
                       Date: May 12, 1999