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, 1996     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 






                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


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

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . . . . .    12




PART II    OTHER INFORMATION


Item 5.    Other Information. . . . . . . . . . . . . . . . .    13

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    14









<TABLE>
PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

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

                                               BALANCE SHEETS

                                  SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               1996            1995     
                                                                           -------------    ----------- 
<S>                                                                       <C>              <C>          
Current assets:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $     2,011          --    
  Amounts due from affiliates . . . . . . . . . . . . . . . . . . . . .           21,830        354,082 
                                                                             -----------    ----------- 

          Total current assets. . . . . . . . . . . . . . . . . . . . .           23,841        354,082 
                                                                             -----------    ----------- 

  Amounts due from affiliates . . . . . . . . . . . . . . . . . . . . .        1,458,388      1,334,454 
                                                                             -----------    ----------- 

                                                                             $ 1,482,229      1,688,536 
                                                                             ===========    =========== 

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

Current liabilities:
  Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . .      $     --           155,322 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .            1,271          9,922 
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . .        1,987,462      1,888,718 
                                                                             -----------    ----------- 

          Total current liabilities . . . . . . . . . . . . . . . . . .        1,988,733      2,053,962 

Investment in unconsolidated venture, at equity . . . . . . . . . . . .       79,874,541     77,333,831 

Commitments and contingencies 

Partners' capital accounts (deficits):
  General partners:
      Capital contributions . . . . . . . . . . . . . . . . . . . . . .            1,500          1,500 
      Cumulative net earnings (losses). . . . . . . . . . . . . . . . .       (4,352,088)    (4,244,817)
      Cumulative cash distributions . . . . . . . . . . . . . . . . . .         (737,500)      (737,500)
                                                                            ------------    ----------- 
                                                                              (5,088,088)    (4,980,817)
                                                                            ------------    ----------- 
  Limited partners (1,000 Interests):
      Capital contributions, net of offering costs. . . . . . . . . . .       57,042,489     57,042,489 
      Cumulative net earnings (losses). . . . . . . . . . . . . . . . .     (114,335,446)  (111,760,929)
      Cumulative cash distributions . . . . . . . . . . . . . . . . . .      (18,000,000)   (18,000,000)
                                                                            ------------    ----------- 
                                                                             (75,292,957)   (72,718,440)
                                                                            ------------    ----------- 

          Total partners' capital accounts (deficits) . . . . . . . . .      (80,381,045)   (77,699,257)
                                                                            ------------    ----------- 

                                                                            $  1,482,229      1,688,536 
                                                                            ============    =========== 

<FN>
                               See accompanying notes to financial statements.
</TABLE>




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

                                          STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1996          1995          1996          1995    
                                                   -----------    ----------   -----------    ---------- 
<S>                                               <C>            <C>          <C>            <C>         
Income:
  Interest. . . . . . . . . . . . . . . . . . . .  $    35,980        36,907       117,682       375,354 
                                                   -----------    ----------   -----------    ---------- 
Expenses:
  Interest. . . . . . . . . . . . . . . . . . . .       30,564        33,728        93,079       118,077 
  Professional services . . . . . . . . . . . . .       15,000         --           86,822       155,414 
  Management fees paid to general partners. . . .        --            --            --        1,041,667 
  General and administrative. . . . . . . . . . .       19,310        12,621        71,434        35,612 
                                                   -----------    ----------   -----------    ---------- 
                                                        64,874        46,349       251,335     1,350,770 
                                                   -----------    ----------   -----------    ---------- 
        Operating earnings (loss) . . . . . . . .      (28,894)       (9,442)     (133,653)     (975,416)

Partnership's share of operations of 
  unconsolidated venture. . . . . . . . . . . . .      639,175    (1,009,802)   (2,548,135)   (4,401,895)
                                                   -----------    ----------   -----------    ---------- 
        Net operating earnings (loss) . . . . . .      610,281    (1,019,244)   (2,681,788)   (5,377,311)

Partnership's share of loss on sale
  of investment property by 
  unconsolidated venture. . . . . . . . . . . . .        --      (14,789,529)        --      (14,789,529)
                                                   -----------    ----------   -----------    ---------- 

        Loss before extraordinary item. . . . . .      610,281   (15,808,773)   (2,681,788)  (20,166,840)

Extraordinary item:
  Partnership's share of gain on
    forgiveness of indebtedness of
    unconsolidated venture. . . . . . . . . . . .        --       15,632,407         --       15,632,407 
                                                   -----------    ----------   -----------    ---------- 

        Net earnings (loss) . . . . . . . . . . .  $   610,281      (176,366)   (2,681,788)   (4,534,433)
                                                   ===========    ==========   ===========    ========== 

        Net loss per limited 
          partnership interest:
            Net operating earnings 
              (loss). . . . . . . . . . . . . . .  $       586          (978)       (2,575)       (5,162)
            Partnership's share of 
              loss on sale of invest-
              ment property by 
              unconsolidated venture. . . . . . .        --          (14,642)        --          (14,642)
            Partnership's share of 
              gain on forgiveness of
              indebtedness of uncon-
              solidated venture . . . . . . . . .        --           15,476         --           15,476 
                                                   -----------    ----------   -----------    ---------- 
                Net earnings (loss) . . . . . . .  $       586          (144)       (2,575)       (4,328)
                                                   ===========    ==========   ===========    ========== 

        Cash distribution per 
          limited partnership 
          interest. . . . . . . . . . . . . . . .  $     --            --            --           15,000 
                                                   ===========    ==========   ===========    ========== 
















<FN>
                               See accompanying notes to financial statements.
</TABLE>




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

                                     STATEMENTS OF CHANGES IN CASH FLOWS

                                NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                                 (UNAUDITED)

<CAPTION>

                                                                                 1996             1995    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (2,681,788)     (4,534,433)
  Items not requiring (providing) cash or cash equivalents:
    Partnership's share of operating loss from operations 
      of unconsolidated venture . . . . . . . . . . . . . . . . . . . . . .     2,548,135       4,401,895 
    Partnership's share of loss on sale of investment
      property by unconsolidated venture. . . . . . . . . . . . . . . . . .         --         14,789,529 
    Partnership's share of gain from forgiveness of 
      indebtedness of unconsolidated venture. . . . . . . . . . . . . . . .         --        (15,632,407)
  Changes in:
    Interest and other receivables. . . . . . . . . . . . . . . . . . . . .         --             20,397 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .        (8,651)         14,140 
    Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . .        98,744         118,077 
                                                                             ------------     ----------- 
          Net cash (used in) operating activities . . . . . . . . . . . . .       (43,560)       (822,802)

Cash flows from investing activities:
  Net sales and maturities (purchases) of short-term investments. . . . . .         --          9,912,520 
  Partnership's contribution to unconsolidated venture. . . . . . . . . . .        (7,425)          --    
                                                                             ------------     ----------- 
          Net cash provided by (used in) investing activities . . . . . . .        (7,425)      9,912,520 
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Distributions to limited partners . . . . . . . . . . . . . . . . . . . .         --        (15,000,000)
  Distributions to general partners . . . . . . . . . . . . . . . . . . . .         --           (625,000)
  Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (155,322)        148,144 
  Change in amounts due from affiliates . . . . . . . . . . . . . . . . . .       208,318       2,603,063 
                                                                             ------------     ----------- 
          Net cash provided by (used in) financing activities . . . . . . .        52,996     (12,873,793)
                                                                             ------------     ----------- 
          Net increase (decrease) in cash and cash equivalents. . . . . . .         2,011      (3,784,075)
          Cash and cash equivalents, beginning of year. . . . . . . . . . .         --          3,784,075 
                                                                             ------------     ----------- 
          Cash and cash equivalents, end of period. . . . . . . . . . . . .  $      2,011           --    
                                                                             ============     =========== 

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
































<FN>
                               See accompanying notes to financial statements.
</TABLE>




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

                     NOTES TO FINANCIAL STATEMENTS

                      SEPTEMBER 30, 1996 AND 1995

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995, which
are included in the Partnership's 1995 Annual Report on Form 10-K (File No.
0-14547) filed on March 25, 1996, as certain footnote disclosures which
would substantially duplicate those contained in such audited financial
statements have been omitted from this report.  Capitalized items used but
not defined in this quarterly report have the same meanings as in the
Partnership's 1995 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.

     Certain amounts in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.

     Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.


JMB/NYC

     In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC Office
Building Associates, L.P. ("JMB/NYC"), entered into an agreement (the
"Agreement") with the affiliates (the "Olympia & York affiliates") of
Olympia & York Developments, Ltd. ("O&Y") who are the venture partners in
the joint ventures which own or owned 237 Park Avenue, 1290 Avenue of the
Americas and 2 Broadway, to resolve certain disputes among the Affiliated
Partners and the Olympia and York affiliates.  In general, the parties
agreed to:  (i) restructure the first mortgage loan; (ii) sell the 2
Broadway Building; (iii) reduce or eliminate approval rights of JMB/NYC
with respect to virtually all property management, leasing, sale or
refinancing; (iv) amend the joint ventures' agreements to eliminate any
funding obligations by JMB/NYC and (v) establish a new preferential cash
distribution level for the Olympia & York affiliates.  In accordance with
the Agreement and in anticipation of the sale of the 2 Broadway Building,
the unpaid first mortgage indebtedness previously allocated to 2 Broadway
was allocated in 1994 to 237 Park Avenue and 1290 Avenue of the Americas.

     As part of the Agreement, JMB/NYC and the Olympia & York affiliates
agreed to file a pre-arranged bankruptcy plan for reorganization under
Chapter 11 of the Bankruptcy Code in order to facilitate the restructuring
of the joint ventures between JMB/NYC and the Olympia & York affiliates and
the debt encumbering the two properties remaining after the sale of 2
Broadway.  In June 1995, the 2 Broadway joint ventures filed their pre-
arranged bankruptcy plans for reorganization, and in August 1995, the
bankruptcy court entered an order confirming their plans of reorganization.

In September 1995, the sale of the 2 Broadway Building was completed.  Such
sale did not result in any distributable proceeds to JMB/NYC or O&Y and its
affiliates.

     Bankruptcy filings for the other joint ventures were made in April
1996, and in August 1996, an Amended Plan of Reorganization and Disclosure
Statement (the "Plan") was filed with the Bankruptcy Court for all such
joint ventures.  The Plan was accepted by the various classes of debt and
equity holders and confirmed by the Court on September 20, 1996 and became
effective October 10, 1996.  The Plan provides that JMB/NYC has an indirect
limited partnership interest which, before taking into account certain
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 a newly-organized real estate
investment trust which is owned primarily by holders of the first mortgage
debt which encumbered the Properties prior to the bankruptcy.  JMB/NYC has,
under certain 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.

     The restructuring and reorganization discussed above eliminates any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements.  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 is the Partnership's sole source of capital to
fund continuing operations of the Partnership.  As of September 30, 1996,
such receivable was approximately $1.4 million and such receivable
continues to accrue interest at 10% per annum (which is guaranteed by JMB
Realty Corporation).  Such receivable was collected and the proceeds
thereof have been used by the Partnership toward funding its portion of the
collateral provided in October 1996.  The balance was advanced by JMB
Realty Corporation in order for the Partnership to satisfy its full portion
as discussed below.  The Affiliated Partners entered into a joint and
several obligation to indemnify the newly formed real estate investment
trust 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.  As collateral for such indemnification, $7.8 million of
marketable U.S. government debt securities (of which the Partnership's
share was $1.9 million) was provided to the real estate investment trust in
October 1996.  Compliance with the provisions of the indemnification
agreement is within the control of the Affiliated Partners and non-
compliance with such provisions by either the Partnership or the Affiliated
Partners is highly unlikely.  Therefore, it is highly likely that the
Partnership's share of the collateral will be returned to it at the
termination of the indemnification agreement.

     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 original purchase money notes payable by
JMB/NYC and the preference levels within the reorganized structure.


TRANSACTIONS WITH AFFILIATES

     In accordance with the Partnership Agreement, the General Partners are
required to loan back to the Partnership, for distribution to the Limited
Partners, its 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 Limited Partners 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 Limited Partners.  Any amounts loaned bear interest
at a rate not to exceed 10% per annum (currently 10% per annum).  As of
September 30, 1996, $255,483 represented interest earned on such loans, all
of which was unpaid.  These loans and accrued interest are unlikely to be
repaid as repayment is subordinate to the Limited Partners receiving an
amount equal to their contributed capital plus any deficiency in a
stipulated return thereon.

     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 totalled $3,986 for the nine
months ended September 30, 1996 and $16,393 for the year ended December 31,
1995, of which $3,986 was unpaid at September 30, 1996.  Affiliates were
also entitled to reimbursement for other administrative charges of $2,800
for the nine months ended September 30, 1996, and $7,466 for the year ended
December 31, 1995, all of which was unpaid at September 30, 1996.

     The Partnership has an obligation to fund, on demand, $600,000 and
$600,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, of additional paid-in capital (reflected in amounts due to
affiliates in the accompanying financial statements).  As of September 30,
1996, these obligations bore interest at 5.93% per annum and interest
accrued on these obligations was $226,314.


SUMMARIZED FINANCIAL INFORMATION - JMB/NYC

     Summary income statement information for JMB/NYC and unconsolidated
ventures for the nine months ended September 30, 1996 and 1995 is as
follows:

                                            1996            1995    
                                        ------------     ---------- 

     Total income . . . . . . . . . .   $106,999,524    103,041,028 
                                        ============    =========== 
     Operating loss . . . . . . . . .   $ 17,524,116     46,678,713 
                                        ============    =========== 
     Partnership's share 
       of loss. . . . . . . . . . . .   $  2,548,135      4,401,895 
                                        ============    =========== 


ADJUSTMENTS

     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,
1996 and for the three and nine months ended September 30, 1996 and 1995.





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.

     Based upon the restructured joint ventures which are the principal
investment of the Partnership as described more fully in the Notes to the
Financial Statements it is unlikely that the Partnership will be able to
distribute any significant additional amounts of distributions to the
Limited Partners.  It should be noted, however, that in connection with any
sale or other disposition (including a foreclosure) of the properties (or
interests therein), the Limited Partners would be allocated substantial net
gain for Federal income tax purposes even though the Partnership would not
be able to return any significant additional amounts of distributions.

RESULTS OF OPERATIONS

     The results of operations for the period ended September 30, 1996 are
primarily attributable to the operations of the real property investments
owned by the Partnership through JMB/NYC.

     The bank overdraft at December 31, 1995 and the decrease in current
amounts due from affiliates results from the timing of fundings received
from JMB relating to its agreement to guarantee a minimum return on the
Partnership's working capital.  Such guarantee has been fully funded as of
the date of this report due to the Partnership's October 1996 funding to
secure compliance by the Partnership with the terms of the JMB/NYC
restructuring.

     The decrease in interest income and the decrease in management fees
paid to general partners for the nine months ended September 30, 1996 as
compared to the nine months ended September 30, 1995 is primarily due to
the reduction in amounts invested in U.S. Government securities during 1996
as compared to 1995 resulting from the Partnership's distribution to
partners of $15,625,000 and the related payment of management fees to the
General Partners of $1,041,667 in February 1995.

     The increase in general and administrative expense for the three and
nine months ended September 30, 1996 as compared to the three and nine
months ended September 30, 1995 is primarily due to the use of independent
third parties to perform certain administrative services for the
Partnership.

     The decrease in the Partnership's share of loss from operations of
unconsolidated ventures for the three and nine months ended September 30,
1996 as compared to the three and nine months ended September 30, 1995 is
primarily due to the lower interest expense related to the discharge of
principal and accrued interest on the 2 Broadway Purchase Notes of
$62,529,627 as a result of the sale of 2 Broadway in September 1995,
partially offset by a decrease in rental income at the 1290 Avenue of the
Americas office building due to greater vacancy during 1996.  The decrease
is also due to the recognition into income of approximately $15,600,000 in
lease termination fees paid by a tenant at 1290 Avenue of the Americas
during the third quarter of 1996.

     The Partnership's share of loss on sale of investment property and the
Partnership's share of gain from the extinguishment of indebtedness of
unconsolidated venture for the three and nine months ended September 30,
1995 is primarily due to the Partnership's share of loss from the sale of
the 2 Broadway Building and the related share of gain on the extinguishment
of indebtedness.






<TABLE>
PART II.  OTHER INFORMATION

     ITEM 5.  OTHER INFORMATION


                                                  OCCUPANCY

     The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1996:

<CAPTION>
                                                 1995                                1996               
                                  -------------------------------------   ------------------------------
                                     At        At         At        At      At       At      At      At 
                                    3/31      6/30       9/30     12/31    3/31     6/30    9/30   12/31
                                    ----      ----       ----     -----    ----     ----   -----   -----
<S>                               <C>       <C>        <C>       <C>      <C>      <C>     <C>    <C>   
1. 237 Park Avenue Building
    New York, New York. . . .        98%       98%        98%       98%     98%      98%     98%

2. 1290 Avenue of the 
    Americas Building
    New York, New York. . . .        94%       94%        94%       78%     78%      71%     81%

----------------
<FN>



</TABLE>




     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.

             4-A.*   Long-term debt contract relating to the mortgage
note secured by the 237 Park Avenue Building in New York, New York.

             4-B.*   Long-term debt contract relating to the mortgage
note secured by the 1290 Avenue of the Americas Building in New York, New
York.

            10-A.*   Agreement relating to the purchase by the
Partnership of an interest in the 237 Park Avenue Building in New York, New
York.

            10-B.*   Agreement relating to the purchase by the
Partnership of an interest in the 1290 Avenue of the Americas Building in
New York, New York.

            10-C.*   Pledge, Junior Pledge and Security agreements dated
July 1, 1985 between JMB/Manhattan Associates and JMB Realty Corporation
and Chemical Bank relating to guarantees of Limited Partnership
contributions by the Limited Partners.

            10-D.*   Agreement dated July 27, 1984 relating to the
management of the 1290 Avenue of the Americas Building in New York, New
York.

            10-E.*   Agreement dated August 14, 1984 relating to the
management of the 237 Park Avenue Building in New York, New York.

            10-F.*   Amended and Restated Agreement of General
Partnership of JMB/NYC Office Building Associates dated July 18, 1984.

            10-G.*   Interest Rate Guaranty Agreement dated July 1, 1984
between JMB Realty Corporation and JMB/Manhattan Associates, Ltd. dated
April 30, 1984.

            10-H.*   Loan Agreement between JMB/Manhattan Associates,
JMB/Manhattan Investors, Inc., BPA Associates and APB Associates relating
to the loan back of cash distributions of the Partnership.

            10-I.*   Consent Agreement dated April 30, 1985 between
JMB/NYC Office Building Associates, O&Y Equity Corporation, Olympic and
York, 2 Broadway Limited Partnership and Fame Associates relating to the
rights of mortgage loan participation.

            10-J.*   Mortgage Spreader and Consolidation Agreement and
Trust Indenture dated March 20, 1984 between O&Y Equity Corporation and
affiliates and Manufacturer's Hanover Trust Company relating to the
$970,000,000 first mortgage loan on the 2 Broadway, 1290 Avenue of the
Americas and 237 Park Avenue Buildings.

            10-K.*   First Amendment to and First Amended and Restated
Agreement of General Partnership of 1290 Associates dated April 15, 1985.

            10-L.*   $9,758,363 12.75% promissory note, due March 20,
1999 between JMB/NYC Office Building Associates and Olympia and York
Holdings Corporation relating to the 1290 Avenue of Americas Building.

            10-M.*   First Amendment to and Agreement of General
Partnership of 237 Park Avenue Associates dated April 15, 1985.

            10-N.*   $4,514,229 12.75% promissory note, due March 20,
1999 between JMB/NYC Office Building and Olympia and York Holdings
Corporation relating to the 237 Park Avenue Building.

            10-O.*   $19,014,777 12.75% promissory note, due March 20,
1999 between JMB/NYC Office Building Associates and Olympia and York
Holdings Corporation relating to the 2 Broadway Building.

            10-P.    Agreement dated March 25, 1993 between JMB/NYC and
the Olympia & York affiliates regarding JMB/NYC's deficit funding
obligations from January 1, 1992 through June 30, 1993 is hereby
incorporated by reference to the Partnership's report for December 31, 1992
on Form 10-K (File No. 0-14547) filed March 30, 1993.

            10-Q.    Agreement of Limited Partnership of Property
Partners, L.P. is hereby incorporated by reference to the Partnership's
report on Form 10-Q (File No. 0-14547) filed May 14, 1993.

            10-R.    Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates is hereby incorporated by reference
to the Partnership's report on Form 10-K (File No. 0-14547) filed March 28,
1994.

            10-S.    Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates is incorporated by reference to the
Partnership's report for December 31, 1993 on Form 10-K (File No. 0-14547)
filed March 28, 1994.

            10-T.    Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc., (known as Carlyle Managers, Inc.) is
incorporated by reference to the Partnership's report for December 31, 1993
on Form 10-K (File No. 0-14547) filed March 28, 1994.

            10-U.    Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc., (known as Carlyle Investors, Inc.) is
incorporated by reference to the Partnership's report for December 31, 1993
on Form 10-K (File No. 0-14547) filed March 28, 1994.

            10-V.    $600,000 demand note between JMB/Manhattan
Associates, L.P. and Carlyle Managers, Inc. is incorporated by reference to
the Partnership's report for December 31, 1993 on Form 10-K (File No. 0-
14547) filed March 28, 1994.

            10-W.    $600,000 demand note between JMB/Manhattan
Associates, L.P. and Carlyle Investors, Inc. is incorporated by reference
to the Partnership's report for December 31, 1993 on Form 10-K (File No. 0-
14547) filed March 28, 1994.

            10-X.    Proposed Restructure of Two Broadway, 1290 Avenue of
the Americas and 237 Park Avenue, New York, New York and Summary of Terms
dated October 14, 1994, is hereby incorporated by reference to the
Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-14547)
dated March 27, 1995.

            10-Y.    Assumption Agreements dated October 14, 1994 made by
237 Park Avenue Associates and by 1290 Associates in favor and for the
benefit of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC
Office Building Associates, L.P., is hereby incorporated by reference to
the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
14547) dated March 27, 1995.

            10-Z.    Assumption Agreements dated October 14, 1994 made by
O&Y Equity Company, L.P., and by O&Y NY Building Corp. and by JMB/NYC
Office Building Associates, L.P. in favor and for the benefit of 2 Broadway
Associates and 2 Broadway Land Company, is hereby incorporated by reference
to the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
14547) dated March 27, 1995.

            10-AA.   Amendment No. 1 to the Second Amended and Restated
Articles of Partnership of JMB/NYC Office Building Associates, L.P. dated
January 1, 1994, by and between Carlyle Managers, Inc., Carlyle-XIII
Associates, L.P., Carlyle-XIV associates, L.P. and Property Partners, L.P.,
as the limited partners, is hereby incorporated herein by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-14547)
dated May 11, 1995.

            10-BB.   Amendment No.1 to the Agreement of Limited
Partnership of Property Partners, L.P. dated January 1, 1994 by and between
Carlyle Investors, Inc. a Delaware corporation as general partner, and
JMB/Manhattan Associates, Ltd., a Delaware limited partnership, as limited
partner, is hereby incorporated herein by reference to the Partnership's
Report for March 31, 1995 on Form 10-Q (File No. 0-14547) dated May 11,
1995.

            10-CC.   Amended, Restated and Consolidated Promissory Note
between JMB/NYC Office Building Associates, L.P. and Olympia & York
Massachusetts Financial Company dated May 31, 1995, is hereby incorporated
herein by reference to the Partnership's Report for December 31, 1995 on
Form 10-K (File No. 0-14547) dated March 25, 1996.

            10-DD.   Amended, Restated and Consolidated Security
Agreement between JMB/NYC Office Building Associates, L.P. and Olympia &
York Massachusetts Financial Company dated May 31, 1995, is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 0-14547) dated March 25, 1996.

            10-EE.   Agreement of Sale between 2 Broadway Associates,
L.P. and 2 Broadway Acquisition Corp. dated August 10, 1995, is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 0-14547) dated March 25, 1996.

            10-FF.   Agreement of Conversion of 1290 Associates into 1290
Associates, L.L.C. dated October 10, 1995 among JMB/NYC Office Building
Associates, L.P., an Illinois limited partnership, O&Y Equity Company,
L.P., a Delaware limited partnership and O&Y NY Building Corp., a Delaware
corporation, is hereby incorporated herein by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-14547)
dated March 25, 1996.

            10-GG.   Agreement of Conversion of 237 Park Avenue
Associates into 237 Park Avenue Associates, L.L.C., dated October 10, 1995
among JMB/NYC Office Building Associates, L.P., an Illinois limited
partnership, O&Y Equity Company, L.P., a Delaware limited partnership and
O&Y NY Building Corp., a Delaware corporation, is hereby incorporated
herein by reference to the Partnership's Report for December 31, 1995 on
Form 10-K (File No. 0-14547) dated March 25, 1996.

            10-HH.   Disclosure Statement for the Second Amended Joint
Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C. dated August 9, 1996 is filed herewith.

            27.      Financial Data Schedule


            *        Previously filed as Exhibits to the Partnership's
Registration Statement on Form 10 (as amended) of the Securities Exchange
Act of 1934 (File No. 2-88687) filed April 29, 1986 and hereby incorporated
by reference to the Partnership's report for December 31, 1992 on Form 10-K
filed March 30, 1993.

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





                              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 8, 1996


     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: November 8, 1996