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, 2001                                     Commission file #0-14547



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




                Illinois                           36-3339372
      (State of organization)          (I.R.S. Employer Identification No.)



  900 N. Michigan Ave., Chicago, Illinois            60611
(Address of principal executive office)             (Zip Code)




Registrant's telephone number, including area code  312-915-1987



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [ X ]  No [  ]




<PAGE>


                               TABLE OF CONTENTS




PART I      FINANCIAL INFORMATION


Item 1.     Financial Statements . . . . . . . . . . . . . . . . .      3

Item 2.     Management's Discussion and
            Analysis of Financial Condition and
            Results of Operations. . . . . . . . . . . . . . . . .     11




PART II     OTHER INFORMATION

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

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







<PAGE>


PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

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

                                BALANCE SHEETS
                     MARCH 31, 2001 AND DECEMBER 31, 2000
                                  (UNAUDITED)

                                    ASSETS
                                    ------
                                               MARCH 31,        DECEMBER 31,
                                                 2001              2000
                                              -----------       -----------
Current assets:
  Cash . . . . . . . . . . . . . . . . .      $    19,626            18,822
  Receivable related to the termination
    of the indemnification agreement . .        1,435,703             --
  Receivable related to the sale of
    the indirect interest in 1290
    partnership. . . . . . . . . . . . .          343,038             --
                                              -----------       -----------
                                              $ 1,798,367            18,822
                                              ===========       ===========

             LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
             -----------------------------------------------------
Current liabilities:
  Note payable to an affiliate -
    current portion. . . . . . . . . . .      $   380,220           350,110
  Accounts payable . . . . . . . . . . .           32,944               240
  Amounts due to affiliates. . . . . . .          842,795           824,148
                                              -----------     -------------
          Total current liabilities. . .        1,255,959         1,174,498

Partnership's share of the maximum
  unfunded obligation under the
  indemnification agreement. . . . . . .            --            2,136,474
Distributions received in excess
  of recorded investment . . . . . . . .          661,228           661,228
                                              -----------     -------------
          Total liabilities. . . . . . .        1,917,187         3,972,200

Commitments and contingencies

Partners' capital accounts (deficits):
  General partners:
    Capital contributions. . . . . . . .            1,500             1,500
    Cumulative net earnings (losses) . .       (1,151,891)       (1,294,982)
    Cumulative cash distributions. . . .         (737,500)         (737,500)
                                             ------------     -------------
                                               (1,887,891)       (2,030,982)
                                             ------------     -------------
  Limited partners:
    Capital contributions,
      net of offering costs. . . . . . .       57,042,489        57,042,489
    Cumulative net earnings (losses) . .      (37,273,418)      (40,964,885)
    Cumulative cash distributions. . . .      (18,000,000)      (18,000,000)
                                             ------------     -------------
                                                1,769,071        (1,922,396)
                                             ------------     -------------
          Total partners' capital
            accounts (deficits). . . . .         (118,820)       (3,953,378)
                                             ------------     -------------
                                             $  1,798,367            18,822
                                             ============     =============

                See accompanying notes to financial statements.


<PAGE>


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

                           STATEMENTS OF OPERATIONS

                  THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)




                                                     2001           2000
                                                  ----------     ----------

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

Expenses:
  Interest . . . . . . . . . . . . . . . . . .        25,915         21,922
  Professional services. . . . . . . . . . . .        22,030         14,300
  General and administrative . . . . . . . . .        32,712         28,015
                                                  ----------     ----------
                                                      80,657         64,237
                                                  ----------     ----------

                                                     (80,657)       (64,237)
Partnership's share of the
  reduction of the maximum
  unfunded obligation under and
  income related to termination of
  the indemnification agreement. . . . . . . .     3,572,177         22,367
                                                  ----------     ----------

        Earnings (loss) before gain on
          sale of indirect interest. . . . . .     3,491,520        (41,870)

Partnership's share of gain on sale of
  indirect partnership interest. . . . . . . .       343,038          --
                                                  ----------     ----------
        Net earnings (loss). . . . . . . . . .    $3,834,558        (41,870)
                                                  ==========     ==========

        Net earnings (loss) per
          limited partnership
          interest:
            Earnings (loss) before gain on
              sale of indirect interest. . . .    $    3,355            (40)
            Partnership's share of gain
              on sale of indirect
              partnership interest . . . . . .           340          --
                                                  ----------     ----------
                                                  $    3,695            (40)
                                                  ==========     ==========


        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, 2001 AND 2000
                                  (UNAUDITED)



                                                     2001           2000
                                                  ----------     ----------
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . . . .    $3,834,558        (41,870)
  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)       (22,367)
    Partnership's share of gain on sale
      of indirect partnership interest . . . .      (343,038)         --
  Changes in:
    Accounts payable . . . . . . . . . . . . .        32,704         28,299
    Amounts due to affiliates. . . . . . . . .        (2,158)        (2,782)
    Amounts due to affiliates -
      accrued interest . . . . . . . . . . . .        20,805         18,913
    Note payable to an affiliate -
      accrued interest . . . . . . . . . . . .         5,110          3,009
                                                  ----------     ----------
          Net cash provided by (used in)
            operating activities . . . . . . .       (24,196)       (16,798)

Cash flows from investing activities:
          Net cash provided by (used in)
            investing activities . . . . . . .         --             --
                                                  ----------     ----------

Cash flows from financing activities:
  Amounts received from affiliates . . . . . .        25,000          --
                                                  ----------     ----------
          Net cash provided by (used in)
            financing activities . . . . . . .        25,000          --
                                                  ----------     ----------
          Net increase (decrease) in cash. . .           804        (16,798)
          Cash, beginning of year. . . . . . .        18,822         18,146
                                                  ----------     ----------
          Cash, end of period. . . . . . . . .    $   19,626          1,348
                                                  ==========     ==========

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

  Non-cash investing and financing
   activities:
    Net distributions in excess of
      recorded investment. . . . . . . . . . .    $    --           247,068
                                                  ==========     ==========






                See accompanying notes to financial statements.


<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

                            MARCH 31, 2001 AND 2000
                                  (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 2000, which
are included in the Partnership's 2000 Annual Report on Form 10-K (File
No. 0-14547) dated March 23, 2001, as certain footnote disclosures which
would substantially duplicate those contained in such audited financial
statements have been omitted from this report.  Capitalized terms used but
not defined in this quarterly report have the same meanings as in the
Partnership's 2000 Annual Report on Form 10-K.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from these estimates.


JMB/NYC

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

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

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



<PAGE>


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

     Pursuant to an indemnification agreement, the Affiliated Partners were
jointly and severally obligated to indemnify the REIT to the extent of
$25,000,000 to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interest 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 sold its indirect interest in the 1290 Partnership, and as a
result, the maximum potential obligation was reduced to $0 and the
remaining collateral (approximately $5,700,000 face amount) was released in
March 2001 to JMB/NYC.  The Partnership's share of the reduction of the
maximum unfunded obligation under the indemnification agreement recognized
as income is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC.  Interest income earned reduced
the Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which was reflected as a liability in the
accompanying financial statements.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement
of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in


<PAGE>


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

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

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

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 237 Partnership and the 1290 Partnership (prior to
its sale in March 2001) and is non-recourse to JMB/NYC.  The Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership.  Unpaid interest
accrues and is deferred, compounded monthly.  Unpaid principal and interest
were due at maturity on January 2, 2001.  As expected, JMB/NYC does not
have funds to pay the Purchase Note.  The limited partners of JMB/NYC and
the holder of the Purchase Note have agreed to certain steps if the
Purchase Note is not repaid within one year of its maturity as discussed
below.  The outstanding principal and accrued and deferred interest on the
Purchase Note at March 31, 2001, was approximately $156,022,000, including
interest at the default rate (as defined) of 12-3/4% per annum.




<PAGE>


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

     Future sources of cash to the Partnership are limited to the
Partnership's shares of proceeds from the sale of JMB/NYC's indirect
interest in the 1290 Partnership and, when such a sale occurs, its indirect
interest in the 237 Partnership and the Partnership's share of remaining
funds previously held as collateral under the indemnification agreement.
Advances made by JMB are evidenced by a promissory note with a maximum
principal sum of $2 million and a maturity date that has been extended to
June 30, 2001.  The note bears interest at the applicable Federal rate,
which has ranged between 4.80% and 5.82% per annum in 2001.  The
Partnership paid in full the outstanding principal and accrued interest
(approximately $390,000) of the note in May 2001.  It is not expected that
any significant distributions will be made by the Partnership to the
Holders of Interests.

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, 2001, $553,000 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.  Accordingly, it is not expected that such
amounts will be repaid.

     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 $4,196 and $3,970 for the
three months ended March 31, 2001, and 2000, respectively, of which $2,258
was unpaid at March 31, 2001.



<PAGE>


     JMB Insurance Agency, Inc, an affiliate of the General Partners,
earned insurance brokerage commission for the three months ended March 31,
2001 and 2000 of $0 and $282, respectively, all of which was paid at
March 31, 2001, in connection with the provision of insurance coverage for
the Partnership.  Such commission is at a rate set by insurance companies
for the class of coverage provided.

     JMB advanced the Partnership $25,000 during the first three months of
2001.  Advances made by JMB are 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 bears
interest at the applicable Federal rate, which was 4.8% per annum at
March 31, 2001.  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 $380,220 and $350,110 as of March 31,
2001 and December 31, 2000, respectively.  The Partnership's sole source of
capital to pay for continuing operations has been advances from JMB.  In
May 2001, a portion of the funds received by the Partnership from JMB/NYC's
sale of its indirect interest in the 1290 Partnership and the release of
the remaining collateral, described above, was used to repay approximately
$390,000, which was the entire amount due JMB under the note.

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying figures as of March 31, 2001 and for the
three months ended March 31, 2001 and 2000.



<PAGE>


PART I.  FINANCIAL INFORMATION

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

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

     The Partnership's sole source of capital to fund continuing operations
has 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 the three months ended March 31, 2001, JMB advanced the Partnership
$25,000.  Semi-annually, any interest accrued but unpaid is added to the
principal balance of the note.  The note, including accrued and deferred
interest, had an outstanding balance of $380,220 at March 31, 2001.  The
Partnership paid the entire outstanding principal and accrued interest of
the note of approximately $390,000 in May 2001.  The Partnership's ability
to fund operations is dependent upon the balance of the Partnership's share
of the proceeds from the sale of JMB/NYC's indirect interest in the 1290
Partnership (approximately $340,000 for the Partnership's share) and the
refunded collateral amount from the escrow (approximately $1,436,000 for
the Partnership) after repayment of the amount outstanding on the note
payable to JMB.  The Partnership received the sale proceeds and collateral
amount in May 2001.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement
of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in
the 237 Partnership for a price equal to the greater of the fair market
value of such interest (determined in accordance with the partnership
agreement of the 237 Partnership) and a specified amount, of which
JMB/NYC's share would be $500,000.  In addition, the general partner of the
237 Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.

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



<PAGE>


     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 (of which the
Partnership's share is approximately $340,000) at closing.  Such amount is
payable 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 is 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.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership and is non-recourse to JMB/NYC.  The Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership.  Unpaid interest
accrues and is deferred, compounded monthly.  Unpaid principal and interest
were due at maturity on January 2, 2001.  As expected, JMB/NYC does not
have funds to pay the Purchase Note.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note have agreed to certain steps
if the Purchase Note is not paid within one year of its maturity as
discussed below.  The outstanding principal and accrued and deferred
interest on the Purchase Note at March 31, 2001, was approximately
$156,022,000 including interest at the default rate (as defined) of 12-3/4%
per annum.

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



<PAGE>


     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 interest in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $1,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds had been invested in short-term U.S. Government obligations.

Due to the Restructuring as discussed above, the maximum 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.
In connection with the purchase of JMB/NYC's indirect interest in the 1290
Partnership, the remaining collateral (approximately $5,700,000 of which
the Partnership's share is approximately $1,436,000) was released to
JMB/NYC in late March 2001.  The Partnership's share of the reduction of
the maximum unfunded obligation under the indemnification agreement
recognized as income is a result of interest earned on amounts contributed
by the Partnership and held in escrow by JMB/NYC.  Interest income earned
reduces the Partnership's share of the maximum unfunded obligation under
the indemnification agreement, which was reflected as a liability in the
accompanying financial statements.

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

     The Partnership's only remaining investment property is its indirect
interest through JMB/NYC in the 237 Partnership.  The general partner of
the 237 Partnership has indicated that it intends to exercise its right to
purchase JMB/NYC's interest in the 237 Partnership in January 2002, unless
JMB/NYC has already exercised its right to sell its interest in July 2001.
As a result, the Partnership currently anticipates that its liquidation and
termination will occur no later than the end of 2002, barring any
unexpected circumstances.

RESULTS OF OPERATIONS

     The receivable related to the termination of the indemnification
agreement at March 31, 2001 is the amount due from an affiliate related to
the Partnership's share of the collateral returned to JMB/NYC upon
termination of the indemnification agreement in 2001.  The Partnership
received such amounts in May 2001.



<PAGE>


     The receivable related to the sale of the indirect interest in 1290
Partnership at March 31, 2001 is the amount due from an affiliate related
to the Partnership's share of the proceeds of the March 23, 2001 sale of
JMB/NYC's indirect interest in 1290 Partnership.  The Partnership received
such amounts in May 2001.

     The increase in note payable to an affiliate - current portion as of
March 31, 2001 compared to December 31, 2000 is primarily due to additional
loans in 2001 aggregating $25,000.  This note was repaid in May 2001.

     The increase in accounts payable as of March 31, 2001 compared to
December 31, 2000 is primarily due to timing of payments for certain of the
Partnership's general and administrative costs.

     The increase in amounts due to affiliates as of March 31, 2001 as
compared to December 31, 2000 is primarily due to the accrual of interest
during 2001.  These loans and accrued interest are to be repaid upon sale
or refinancing only after the Holders of Interests have received an amount
equal to their contributed capital plus any deficiency in a stipulated
return thereon.

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

     The Partnership's share of the reduction of the maximum unfunded
obligation under and income related to termination of the indemnification
agreement recognized as income during 2001 of $3,572,177 is a result of the
Partnership's share of the reduction of the maximum indemnification
obligation due to the sale of JMB/NYC's indirect interest in the 1290
Partnership in March of 2001 and release of the Partnership's and other
Affiliated Partners' indemnification obligation relating to the interest in
the 1290 Partnership as well as interest earned during 2001 on amounts
contributed by the Partnership and held in escrow by JMB/NYC.  Such
interest income earned reduced the Partnership's proportionate share of the
maximum unfunded obligation under the indemnification agreement.  The
Partnership's share of the reduction of the maximum unfunded obligation
under the indemnification agreement recognized as income for the three
months ended March 31, 2000 is a result of interest earned on amounts
contributed by the Partnership and held in escrow for JMB/NYC.

     The Partnership's share of gain on sale of indirect partnership
interest for the three months ended March 31, 2001 is the Partnership's
share of JMB/NYC's sale of its indirect partnership interest in the 1290
Partnership on March 23, 2001.






<PAGE>


PART II.  OTHER INFORMATION


     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership and is non-recourse to JMB/NYC.  The Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership.  Unpaid interest
accrues and is deferred, compounded monthly.  Unpaid principal and interest
were due at maturity on January 2, 2001.  As expected, JMB/NYC does not
have funds to pay the Purchase Note.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note have agreed to certain steps
if the Purchase Note is not repaid within one year of its maturity.  The
outstanding principal and accrued and deferred interest on the Purchase
Note at March 31, 2001, was approximately $156,022,000 including interest
at the default rate (as defined) of 12-3/4% per annum.  Reference is made
to the subsection entitled "JMB/NYC" in the Notes to the Financial
Statements filed with this report for a further discussion of the default
under the Purchase Note, which discussion is hereby incorporated herein by
reference.


     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)   Exhibits.

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

             10-A.     Notice to Purchase Limited Partnership Interest of
237/1290 Upper Tier Associates, L.P. in 1290 Partners, L.P. dated March 2,
2001 is hereby incorporated herein by reference to Exhibit 10-Y to the
Partnership's Report for December 31, 2000 on Form 10-K (File No. 0-14547)
dated March 23, 2001.


       (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 9, 2001


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




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

966: