JMB 245 PARK AVENUE ASSOCIATES LTD - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended September 30, 2002 Commission file #0-13545

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(Exact name of registrant as specified in its charter)

Illinois 36-3265541
(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 312-915-1960

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. . . . . . . . . . . . . . . 10

Item 4. Controls and Procedures. . . . . . . . . . . . . . 13

PART II OTHER INFORMATION

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

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
(UNAUDITED)

ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- -----------
Current assets:
Cash and cash equivalents . . . . . $ 406,405 475,931
Other receivables . . . . . . . . . 8,070 82,007
------------ ------------
Total assets. . . . . . . . $ 414,475 557,938
============ ============

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

Current liabilities:
Accounts payable. . . . . . . . . . $ 65,930 74,029
Interest payable to affiliate . . . 7,891,567 7,351,940
Demand notes payable to affiliate . 26,328,575 25,206,085
------------ ------------
Total current liabilities . 34,286,072 32,632,054

Notes payable to an affiliate -
long-term including accrued interest 54,416,055 53,949,480
------------ ------------

Commitments and contingencies

Total liabilities . . . . . 88,702,127 86,581,534

Investment in unconsolidated
venture, at equity. . . . . . . . . 24,838,039 30,712,396
Venture partner's equity in venture . 419,397 360,658

Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . 1,000 1,000
Cumulative cash distributions . . (480,000) (480,000)
Cumulative net earnings (losses). (11,821,748) (12,034,842)
------------ ------------
(12,300,748) (12,513,842)
------------ ------------
Limited partners:
Capital contributions,
net of offering costs . . . . . 113,057,394 113,057,394
Cumulative cash distributions . . (7,520,000) (7,520,000)
Cumulative net earnings (losses). (206,781,734) (210,120,202)
------------ ------------
(101,244,340) (104,582,808)
------------ ------------
Total partners' capital
accounts (deficits) . . . (113,545,088) (117,096,650)
------------ ------------
$ 414,475 557,938
============ ============

See accompanying notes to consolidated financial statements.

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

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

Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . $ 3,551,562 2,994,711
Items not requiring (providing) cash:
Partnership's share of earnings from
operations of unconsolidated
venture . . . . . . . . . . . . . . (5,874,357) (5,582,357)
Venture partner's share of
venture operations. . . . . . . . . 58,739 55,820
Changes in:
Other receivables . . . . . . . . . . 73,937 (16,209)
Accounts payable. . . . . . . . . . . (8,099) 6,066
Interest payable to affiliate . . . . 1,584,517 (9,512,480)
----------- -----------

Net cash provided by
(used in) operating
activities. . . . . . . . . . (613,701) (12,054,449)
----------- -----------

Cash flows from financing activities:
Fundings of demand note payable . . . . 544,175 11,953,626
----------- -----------

Net cash provided by
(used in) financing
activities. . . . . . . . . . 544,175 11,953,626
----------- -----------

Net increase (decrease)
in cash . . . . . . . . . . . (69,526) (100,823)

Cash and cash equivalents,
beginning of period . . . . . 475,931 470,475
----------- -----------

Cash and cash equivalents,
end of period . . . . . . . . $ 406,405 369,652
=========== ===========

Supplemental disclosure of cash flow
information:
Cash paid for interest to an affiliate. $ 544,175 12,353,626
=========== ===========

See accompanying notes to consolidated financial statements.

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

GENERAL

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2001,
which are included in the Partnership's 2001 Annual Report on Form 10-K
(File No. 0-13545) dated May 10, 2002, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as the
Partnership's 2001 Annual Report on Form 10-K.

The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amounts of 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.

245 PARK

Prior to November 1996, the Partnership was a partner with certain
affiliates of Olympia & York Developments, Ltd. ("O&Y") in 245 Park, which
owned the 245 Park Avenue office building in New York, New York.

As a result of the 1996 restructuring, the Partnership owns (through a
limited liability company of which the Partnership is a 99% member) an
approximate 5% general partner interest (slightly diluted from the original
ownership percentage by notes converted to equity) in Brookfield Financial
Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties,
L.P. The managing general partner of BFP, LP , subject to the partnership
agreement of BFP, LP and the JMB Transaction Agreement (discussed below),
has full authority to manage its affairs. BFP, LP's principal assets are
wholly-owned or majority and controlling interests in office buildings
located in New York, New York and Boston, Massachusetts (including the 245
Park Avenue office building).

In conjunction with the restructuring, the Partnership entered into
the JMB Transaction Agreement dated November 21, 1996, whereby the
Partnership was entitled to receive one-third of the monthly management
fees earned at the 245 Park Avenue property through December 2001. Amounts
received were not to be less than $400,000 or exceed $600,000 for any
twelve month period and were not to be less than $2,300,000 over the term
of the agreement. The Partnership's right to receive such fees has expired
and all such amounts were received. For the nine months ended
September 30, 2001, the Partnership earned $449,275 of management fees
pursuant to the agreement. In addition, pursuant to the JMB Transaction
Agreement, the Partnership has or had the right, except under certain
circumstances, to prohibit (i) a sale of the 245 Park Avenue property prior
to January 2, 2000 (such right has expired) and (ii) a reduction of the
indebtedness secured by the 245 Park Avenue property below a certain level
prior to January 2, 2003. A reduction in a large amount of such
indebtedness could result in the recognition by the Partnership (and the
Holders of Interests) of substantial gain for Federal income tax purposes
without a significant amount of proceeds from such transaction. During
2001, the debt secured by the 245 Park Avenue property was refinanced with
a new mortgage obligation in the principal amount of $500 million. There
were no refinancing proceeds distributed to the Partnership.

In December 1999, BFP, LP executed an agreement pursuant to which an
institutional investor agreed to an option to purchase a 49% limited
partnership interest in the entities that own the 53 State Street and 75
State Street office buildings. The transaction closed during the first
quarter of 2001 and generated net proceeds of approximately $168 million to
BFP, LP. The transaction resulted in gain for Federal income tax purposes
without any cash proceeds to the Partnership.

In July 1995, JMB purchased from the lenders the term loans and their
security interests in the related collateral, including the JMB guarantee,
which was terminated. JMB continued to hold the notes for these loans
generally under the same terms and conditions that were in effect prior to
the purchase. However, no scheduled principal payments were required prior
to maturity of the LIBOR Note. Interest on the LIBOR Note was payable
monthly at a floating rate which, at the option of the Partnership, was
related to either LIBOR or the prime rate of Bank of America. Through
December 31, 2000, no payments of interest on the LIBOR Note had been made
subsequent to July 31, 1995 and unpaid interest at the applicable interest
rate (including the default interest rate for the period from December 31,
1998, as discussed below) accrued and compounded monthly. The scheduled
maturity of the term loans was December 31, 1998. However, JMB did not
pursue any remedies under these notes as a result of the non-payment of
monthly interest under the LIBOR Note or the maturity of the term loan
notes.

The Partnership has three term loan notes payable to JMB. One (the
"LIBOR Note") of the term loan notes has an outstanding principal balance
of $16,042,000 and bears interest at a variable rate related to LIBOR plus
2.625% (4.445% at September 30, 2002) per annum. The other two term loan
notes have an aggregate outstanding principal balance of approximately
$27,195,000 and bear interest at 2% per annum, which accrues and compounds
annually. Effective January 3, 2001, the Partnership and JMB agreed to
extend the maturity date of the term loan notes from December 31, 1998 to
January 2, 2006 and otherwise to follow literally the various terms of the
notes. As a result, the parties agreed that the Partnership would be
required to pay default interest on each of the three term loan notes (at
the prime rate plus 3% per annum) for the period from the maturity date of
December 31, 1998 to January 3, 2001, the effective date on which JMB and
the Partnership agreed to extend each of the notes. Accordingly, the
incremental interest cost relating to the default interest rate aggregating
approximately $7.7 million was recorded as expense in the year ended
December 31, 2000. Under the extended notes, interest accrues under the
same terms as applicable to the term loan notes prior to December 31, 1998.

Interest is due and payable monthly on the LIBOR Note with the outstanding
principal due and payable on January 2, 2006. All principal and accrued
interest, which is compounded annually, on the other term loan notes are
due and payable on January 2, 2006. Further, all outstanding interest as
of December 31, 2000 on the LIBOR Note (approximately $10.8 million) was
due and payable immediately. The Partnership issued a new demand note
payable to JMB, bearing interest at the prime rate (as such prime rate
changes from time to time) plus 1% (5.75% at September 30, 2002) per annum
with interest accruing and added to principal quarterly. Through
September 30, 2002, JMB has advanced approximately $12,785,000 to the
Partnership pursuant to the new demand note. The Partnership used the
advances to pay the outstanding interest on the LIBOR Note through
December 31, 2000 of approximately $10,845,000 and to pay accrued interest
on the LIBOR Note from January 1, 2001 through December 31, 2001 (of
approximately $1,395,000) and from January 1, 2002 through September 30,
2002. For the nine months ended September 30, 2002, JMB has advanced
approximately $544,000 to the Partnership through the new demand note to
pay outstanding accrued interest of approximately $544,000 on the LIBOR
Note.

Each of the notes to JMB is cross-defaulted, secured by the
Partnership's interest in BFP, LP and subject to mandatory payment of
principal and interest out of any distributions received by the Partnership
from BFP, LP. It currently appears unlikely, however, that any significant
operating distributions will be received by the Partnership from BFP, LP
due to the level of indebtedness remaining on the properties owned by BFP,
LP. Accordingly, the Partnership's primary source of capital to pay for
continuing operations is additional advances from JMB under the demand
loans. Accrued and unpaid interest on the original demand note and term
loan notes is approximately $19,071,000 and $18,064,000 at September 30,
2002 and December 31, 2001, respectively.

BFP, LP and the Partnership each have a substantial amount of
indebtedness remaining. If any of the buildings (or interests therein) are
sold, any proceeds would be first applied to repayment of the mortgage or
other indebtedness of BFP, LP. In any event, any net proceeds obtained by
the Partnership would then be required to be used to satisfy notes payable
and deferred interest owed to JMB (aggregating approximately $88,636,000
and $86,508,000 at September 30, 2002 and December 31, 2001, respectively).

Only after such applications would any remaining proceeds be available to
be distributed to the Holders of Interests. As a result, it is unlikely
that the Holders of Interests ever will receive any significant portion of
their original investment. However, over the remaining term of the
Partnership, as a result of sale or other disposition (including a transfer
to the lenders) of the properties by BFP, LP, or of the Partnership's
interest in BFP, LP, or a decrease in the Partnership's indebtedness for
Federal income tax purposes, the Holders of Interests will be allocated
substantial gain for Federal income tax purposes (corresponding at a
minimum to all or most of their deficit capital accounts for tax purposes)
without a significant amount of proceeds from such transaction. 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.

TRANSACTIONS WITH AFFILIATES

The Partnership has notes payable and related deferred interest
payable to JMB, an affiliate of the General Partners. The aggregate amount
outstanding under these notes including deferred interest was approximately
$88,636,000 and $86,508,000 at September 30, 2002 and December 31, 2001,
respectively. In the first quarter of 2001, the Partnership made an
interest payment to JMB of $400,000 on the notes. For the nine months
ended September 30, 2002 and 2001, the Partnership incurred approximately
$2,129,000 and $2,841,000, respectively, for interest on the demand notes
and term loan notes. JMB has advanced approximately $544,000 to the
Partnership through the new demand note to pay outstanding accrued interest
on the LIBOR Note of approximately $544,000 for the nine months ended
September 30, 2002. Accrued and unpaid interest on the old demand note and
term loan notes is approximately $19,071,000 and $18,064,000 at
September 30, 2002 and December 31, 2001, respectively.

In accordance with the Partnership Agreement, the Corporate General
Partner and its affiliates are entitled to receive payment or reimbursement
for direct expenses and out-of-pocket expenses related to the
administration of the Partnership and operation of the Partnership's real
property investment. Additionally, the Corporate General Partner and its
affiliates are entitled to reimbursements for portfolio management, legal
and accounting services. The Partnership incurred $37,798 and $8,600 for
the nine months ended September 30, 2002 and 2001, respectively, payable to
an affiliate of the Corporate General Partner for portfolio management,
legal and accounting services, of which $13,295 was unpaid as of September
30, 2002.

Any reimbursable amounts currently payable to the General Partners and
their affiliates do not bear interest.

UNCONSOLIDATED VENTURE - SUMMARY INFORMATION

Summary income statement information for BFP, LP for the nine months
ended September 30, 2002 and 2001 is as follows:

2002 2001
-------- -------
(000's) (000's)

Total income . . . . . . . . . . $339,614 700,574
======== =======
Operating income . . . . . . . . $ 74,399 69,018
======== =======
Partnership's share of income. . $ 4,033 3,741
======== =======

The above total income, operating income and Partnership's share of
income for 2001 include the 2001 sale of a 49% limited partnership interest
in the entities that own 53 State Street and 75 State Street office
buildings.

The Partnership's capital in BFP, LP differs from its investment in
unconsolidated venture, primarily due to the adoption of fresh start
accounting by BFP, LP in connection with the restructuring, and the
resultant restatement of all of its assets and liabilities to reflect their
reorganization value. The Partnership is amortizing the difference between
its historical basis in 245 Park and its underlying equity (which was
transferred to the basis in BFP, LP on the Effective Date) over a period
not to exceed forty years. The amortization for each of the nine month
periods ended September 30, 2002 and 2001 was $1,841,357. Such amount may
be written off sooner in the event of the sale or other disposition of the
properties owned by BFP, LP or the Partnership's interest in BFP, LP.

ADJUSTMENTS

Subject to the financial information provided to the Partnership by
BFP, LP, 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 September 30, 2002 and for the
three and nine months ended September 30, 2002 and 2001.

PART I. FINANCIAL INFORMATION

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

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

The Partnership's liquidity and ability to continue as a going concern
is dependent upon additional advances from JMB Realty Corporation ("JMB")
under the demand loans as well as forbearance by JMB from making a demand
for payment under those loans. There is no assurance that such advances
will continue to be made or that such demand for payment will not be made.
If such additional advances were not made or if such a demand for payment
were made, the Partnership would not have sufficient resources to make its
required debt service payments. This could result in a foreclosure or
other disposition of the Partnership's interest in BFP, LP.

As of September 30, 2002, JMB has advanced approximately $12,376,000,
under the original demand note, which reflects the principal and interest
payments made related to modification of the term loans in a prior year and
advances to pay operating costs of the Partnership. Interest accrues on
these advances at the prime rate (as such prime rate changes from time to
time) plus 1% (5.75% at September 30, 2002) per annum and payment is
deferred. The original demand note allows a maximum principal sum of a
specified amount.

The Partnership has three term loan notes payable to JMB. One (the
"LIBOR Note") of the term loan notes has an outstanding principal balance
of $16,042,000 and bears interest at a variable rate related to LIBOR plus
2.625% (4.445% at September 30, 2002) per annum. The other two term loan
notes have an aggregate outstanding principal balance of approximately
$27,195,000 and bear interest at 2% per annum, which accrues and compounds
annually. Effective January 3, 2001, the Partnership and JMB agreed to
extend the maturity date of the term loan notes from December 31, 1998 to
January 2, 2006 and otherwise to follow literally the various terms of the
notes. As a result, the parties agreed that the Partnership would be
required to pay default interest on each of the three term loan notes (at
the prime rate plus 3% per annum) for the period from the maturity date of
December 31, 1998 to January 3, 2001, the effective date on which JMB and
the Partnership agreed to extend each of the notes. Accordingly,
incremental interest cost relating to the default interest rate aggregating
approximately $7.7 million was recorded as expense in the year ended
December 31, 2000. Under the extended notes, interest accrues under the
same terms as applicable to the term loan notes prior to December 31, 1998.

Interest is due and payable monthly on the LIBOR Note with the outstanding
principal due and payable on January 2, 2006. All principal and accrued
interest, which is compounded annually, on the other term loan notes are
due and payable on January 2, 2006. Further, all outstanding interest as
of December 31, 2000 on the LIBOR Note (approximately $10.8 million) was
due and payable immediately. The Partnership issued a new demand note
payable to JMB, bearing interest at the prime rate (as such prime rate
changes from time to time) plus 1% (5.75% at September 30, 2002) per annum
with interest accruing and added to principal quarterly. Through
September 30, 2002, JMB has advanced approximately $12,785,000 to the
Partnership pursuant to the new demand note. The Partnership used the
advances to pay the outstanding interest on the LIBOR Note through
December 31, 2000 of approximately $10,845,000 and to pay accrued interest
on the LIBOR Note from January 1, 2001 through December 31, 2001 (of
approximately $1,395,000) and from January 1, 2002 through September 30,
2002. For the nine months ended September 30, 2002, JMB has advanced
approximately $544,000 to the Partnership through the new demand note to
pay outstanding interest of approximately $544,000 on the LIBOR note. In
the first quarter of 2001, the Partnership made an interest payment to JMB
of $400,000 on the notes. For the nine months ended September 30, 2002 and

2001, the Partnership incurred approximately $2,129,000 and $2,841,000,
respectively, for interest on the demand notes and term loan notes.
Accrued and unpaid interest on the original demand note and term loan notes
is approximately $19,071,000 and $18,064,000 at September 30, 2002 and
December 31, 2001, respectively.

Pursuant to the JMB Transaction Agreement, the Partnership was
entitled to receive one-third of the monthly management fees earned at the
245 Park Avenue property through December 2001. Amounts received were not
to be less than $400,000 or exceed $600,000 for any twelve month period and
were not to be less than $2,300,000 over the term of the agreement. The
Partnership's right to receive such fees has expired and all such amounts
were received. For the nine months ended September 30, 2001, the
Partnership earned $449,275 of management fees pursuant to the agreement.
In addition, pursuant to the JMB Transaction Agreement, the Partnership has
or had the right, except under certain circumstances, to prohibit (i) a
sale of the 245 Park Avenue property prior to January 2, 2000 (such right
has expired) and (ii) a reduction of the indebtedness secured by the 245
Park Avenue property below a certain level prior to January 2, 2003. A
reduction in a large amount of such indebtedness could result in the
recognition by the Partnership (and the Holders of Interests) of
substantial gain for Federal income tax purposes without a significant
amount of proceeds from such transaction.

Brookfield Properties Corporation ("BPC"), the parent company of the
managing general partner of BFP, LP, has reported that BFP, LP's four
downtown Manhattan office buildings (One Liberty Plaza, One World Financial
Center, Two World Financial Center and Four World Financial Center)
sustained no structural damage as a result of the September 11, 2001,
attacks on the World Trade Center. The properties did incur broken
windows, damaged window frames and building facade and loss of water,
electric and telephone services for a period of time. Substantial clean-up
of the properties was also required. In addition, the glass atrium in the
middle of the World Financial Center complex incurred more damage from
falling debris than other areas of the complex. The atrium, which is not
integral to the daily operation or re-tenanting of the World Financial
Center complex, was restored and re-opened in the Fall of 2002.

According to BPC, BFP, LP is responsible for repairs to One Liberty
Plaza, One World Financial Center, the glass atrium and common areas of the
World Financial Center complex, and Merrill Lynch & Company, as the tenant
under triple-net leases, is responsible for repairs to Two World Financial
Center and Four World Financial Center. BPC has reported that BFP, LP is
covered by insurance for any costs incurred to repair One Liberty Plaza,
One World Financial Center, the glass atrium and common areas at the
complex and for business interruption claims and has received $170 million
for property and business interruption insurance claims relating to the
events of September 11, 2001. According to BPC, repairs to Two World
Financial Center and Four World Financial Center are covered by insurance
obtained by the tenant under its leases for those properties. BPC has
reported that to date there have been no lease cancellations at BFP, LP's
New York properties, although there is no assurance that a tenant or
tenants will not attempt to do so as a result of events occurring on
September 11, 2001. One Liberty Plaza and Four World Financial Center re-
opened in October 2001, and One World Financial Center and Two World
Financial Center re-opened in the first quarter of 2002. BFP reported that
Two World Financial Center was 70% repopulated and One Liberty Plaza was
75% reoccupied through the middle of 2002.

Property and casualty and business interruption insurance coverage for
BFP, LP's properties was renewed in October, 2001. The renewal insurance
covers the replacement cost of the properties but does not include coverage
for damage or business interruption claims related to acts of terrorism.
Accordingly, damage or business interruption costs due to acts of terrorism
in the future could result in material costs to BFP, LP.

In December 1999, BFP, LP executed an agreement pursuant to which an
institutional investor agreed to an option to purchase a 49% limited
partnership interest in the entities that own the 53 State Street and 75
State Street office buildings. The transaction closed during the first
quarter of 2001 and generated net proceeds of approximately $168 million to
BFP, LP. The transaction resulted in gain for financial reporting and
Federal income tax purposes without any cash proceeds to the Partnership.

According to BPC, during the third quarter of 2002, BFP, LP acquired a
51% ownership interest amounting to 1.2 million square feet in Three World
Financial Center in Lower Manhattan for $158 million.

BPC has reported that BFP, LP has approximately $554 million of
mortgage indebtedness maturing in 2003. There is no assurance that BFP, LP
will be able to refinance that indebtedness or if so the terms and
conditions on which such a refinancing may be obtained.

BPC has reported that during the first quarter of 2001, BFP, LP
refinanced the loans secured by the 245 Park Avenue and One Liberty Plaza
office buildings with loans of $500 million and $432 million, respectively.

The new financing secured by the 245 Park Avenue property has a term of ten
years and bears interest at a fixed rate of 6.65% per annum. The new
financing secured by One Liberty Plaza has a term of ten years and bears
interest at a fixed rate of 6.75% per annum.

BFP, LP is currently developing a 35-story, approximately 1,200,000
square foot office building at 300 Madison Avenue in New York, New York.
The property is currently expected to be substantially completed in the
second half of 2003. BPC has reported that acquisition and ongoing
development costs are to be funded primarily through permanent financing
obtained in April 2002 and secured by the project. The entire project has
been leased to one tenant for a 30-year term. The tenant also has an
option, for two years after substantial completion of the project, to
acquire a 49% interest in the project at cost.

BFP, LP and the Partnership each have a substantial amount of
indebtedness remaining. If any of the buildings (or interests therein) are
sold, any proceeds would be first applied to repayment of the mortgage or
other indebtedness of BFP, LP. In any event, any net proceeds obtained by
the Partnership would then be required to be used to satisfy notes payable
and deferred interest owed to JMB (aggregating approximately $88,636,000
and $86,508,000 at September 30, 2002 and December 31, 2001, respectively).

Only after such applications would any remaining proceeds be available to
be distributed to the Holders of Interests. As a result, it is unlikely
that the Holders of Interest ever will receive any significant portion of
their original investment. However, over the remaining term of the
Partnership, as a result of sale or other disposition (including a transfer
to the lenders) of the properties by BFP, LP or of the Partnership's
interest in BFP, LP, or a decrease in the Partnership's indebtedness for
Federal income tax purposes, the Holders of Interests will be allocated
substantial gain for Federal income tax purposes (corresponding at a
minimum to all or most of their deficit capital accounts for tax purposes)
without a significant amount of proceeds from such transaction. 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 decrease in other receivables at September 30, 2002 as compared to
December 31, 2001 is primarily due to the timing of receipt of certain
property management fees from 245 Park Avenue. The Partnership's right to
receive such fees pursuant to the JMB Transaction Agreement expired
December 31, 2001.

Interest and other income for the three and nine months ended
September 30, 2001 primarily consists of the Partnership's share of the
property management fees from the 245 Park Avenue property pursuant to the
terms of the JMB Transaction Agreement, as discussed above.

The decrease in interest expense of $165,774 and $712,453,
respectively, for the three and nine months ended September 30, 2002 as
compared to the three and nine months ended September 30, 2001 is due to
lower average interest rates on the outstanding principal balances of the
LIBOR Note and the demand notes payable to JMB.

The decrease in professional services for the nine months ended
September 30, 2002 as compared to the nine months ended September 30, 2001
is primarily due to legal fees incurred related to the extension of the
Partnership's term loan notes in 2001 and also partially due to lower costs
for accounting services in 2002. The increase in professional services for
the three months ended September 30, 2002 as compared to the three months
ended September 30, 2001 is primarily due to legal services related to BFP,
LP in the third quarter of 2002.

The increase in general and administrative expense for the three and
nine months ended September 30, 2002 as compared to the three and nine
months ended September 30, 2001 is primarily due to an increase in
reimbursements to an affiliate of the Corporate General Partner for certain
legal and accounting services in the third quarter of 2002.

The increases in Partnership's share of earnings (loss) from
operations of unconsolidated venture and venture partner's share of venture
operations for the three and nine months ended September 30, 2002 as
compared to the same periods in 2001 is primarily due to the write-off of
capitalized financing costs by BFP, LP in the third quarter of 2001.

ITEM 4. CONTROLS AND PROCEDURES

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

Due to its owning only a minority (approximately 5%) interest in BFP,
LP, the Partnership's information concerning BFP, LP, its properties, other
assets and operations (including the risks related thereto) is limited to
and dependent upon the information provided to the Partnership by BFP, LP
and on publicly available information. As a result, the information that
the Partnership has included in this report concerning such matters may not
be the most current or complete. In addition, due to the timing of receipt
of information from BFP, LP, this and other periodic reports filed by the
Partnership with the SEC may not be filed within the time periods specified
in the applicable SEC rules and forms for such reports. The Partnership's
disclosure controls and procedures do not include the disclosure controls
and procedures of BFP, LP, which the Partnership has no ability to control.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

3-A. Amended and Restated Agreement of Limited Partnership of
the Partnership is hereby incorporated herein by
reference to the Partnership's Report for June 30, 2002
on Form 10-Q (File No. 0-13545) dated August 21, 2002.

3-B. Amendment to the Amended and Restated Agreement of
Limited Partnership of JMB/245 Park Avenue Associates,
Ltd. by and between JMB Park Avenue, Inc. and Park
Associates, L.P. dated January 1, 1994 is hereby
incorporated herein by reference to Exhibit 3-B to the
Partnership's Report for March 31, 1995 on Form 10-Q
(File No. 0-13545) dated May 11, 1995.

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

(b) No reports on Form 8-K have been filed during 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/245 PARK AVENUE ASSOCIATES, LTD.

BY: JMB Park Avenue, Inc.
Corporate General Partner

By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 20, 2002

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

By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: November 20, 2002

CERTIFICATIONS

I, Patrick J. Meara, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JMB/245 Park
Avenue Associates, Ltd.;

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

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

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

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

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

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

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

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

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

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

Date:November 20, 2002

/s/ Patrick J. Meara
----------------------------
Principal Executive Officer

CERTIFICATIONS

I, Gailen J. Hull, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JMB/245 Park
Avenue Associates, Ltd.;

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

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

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

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

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

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

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

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

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

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

Date:November 20, 2002

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