JMB 245 PARK AVENUE ASSOCIATES LTD - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934

For the fiscal year
ended December 31, 2004 Commission File Number 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 312-915-1987

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
None None

Securities registered pursuant to Section 12(g) of the Act:

LIMITED PARTNERSHIP INTERESTS
(Title of Class)

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 (the "Act") 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter. Not applicable.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

Page
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PART I

Item 1. Business . . . . . . . . . . . . . . . . . . 1

Item 2. Properties . . . . . . . . . . . . . . . . . 4

Item 3. Legal Proceedings. . . . . . . . . . . . . . 4

Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . 4

PART II

Item 5. Market for the Registrant's
Common Equity, Related Security
Holder Matters and Issuer Purchases
of Equity Securities . . . . . . . . . . . . 5

Item 6. Selected Financial Data. . . . . . . . . . . 6

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . 7

Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . 9

Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 10

Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 25

Item 9A. Controls and Procedures. . . . . . . . . . . 25

PART III

Item 10. Directors and Executive Officers
of the Registrant. . . . . . . . . . . . . . 25

Item 11. Executive Compensation . . . . . . . . . . . 27

Item 12. Security Ownership of Certain
Beneficial Owners and Management and
Related Security Holder Matters. . . . . . . 28

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 29

Item 14. Principal Accountant Fees and Services . . . 30

PART IV

Item 15. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 31

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 34

i

PART I

ITEM 1. BUSINESS

Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements of JMB/245 Park Avenue Associates, Ltd.
contained in this report. Capitalized terms used herein, but not defined,
have the same meanings as used in the Notes.

The registrant, JMB/245 Park Avenue Associates, Ltd. (the
"Partnership"), is a limited partnership formed in 1983 and currently
governed by the Revised Uniform Limited Partnership Act of the State of
Illinois for the original purpose of acquiring and owning an approximate
48.25% interest in 245 Park Avenue Company, a New York general partnership,
("245 Park" or the "Joint Venture") which owned and operated an office
building located at 245 Park Avenue, New York, New York. The Partnership
was admitted to the Joint Venture through the purchase of one of the
existing unaffiliated joint venture partner's interests. The unaffiliated
venture partners (the "O&Y partners") were affiliates of Olympia & York
Developments, Ltd. ("O&Y"). On May 7, 1984, the Partnership commenced a
private offering of $124,300,000 in Limited Partnership Interests (the
"Interests") pursuant to a Private Placement Memorandum (the "Private
Placement Memorandum") in accordance with Rules 501-503 and 506 of
Regulation D of the Securities Act of 1933. The offering closed on June
28, 1984. The holders of Interests (herein after "Holders" or "Holders of
Interests") in the Partnership share in their portion of the benefits of
ownership of the Partnership's real property investment according to the
number of Interests held.

As a result of the financial difficulties of the O&Y partners, in
October 1995 each of the O&Y partners and certain other O&Y affiliates (but
not the Joint Venture) filed for bankruptcy protection from creditors under
Chapter 11 of the United States Bankruptcy Code. As a result of the plan
of restructuring (the "Plan"), which became effective on November 21, 1996
("Effective Date"), the Partnership owned through JMB 245 Park Avenue
Holding Company, LLC ("245 Park Holding") an approximate 5.4% general
partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"),
formerly known as World Financial Properties, L.P. The managing general
partner of BFP, LP is not affiliated with the Partnership and, subject to
the partnership agreement of BFP, LP and the JMB Transaction Agreement
(discussed below), has full authority to manage its affairs. 245 Park
Holding is a limited liability company in which the Partnership is a 99%
member and WFP Property G.P. Corp. ("WFP, GP"), which is an affiliate of
the managing general partner of BFP, LP, is a 1% member.

BFP, LP's principal assets are majority and controlling interests in
office buildings, certain of which are owned subject to ground leases of
the underlying land.

As a result of transactions noted below, at December 31, 2004, the
Partnership holds an approximate .5% interest in BFP, LP. Persons who are
interested in obtaining information concerning BFP, LP should be aware that
Brookfield Properties Corporation ("BPC") files periodic reports and other
information, which includes information about BFP, LP and its assets and
operations, with the U.S. Securities and Exchange Commission ("SEC")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").
BPC's filings with the SEC are available to the public through the SEC's
Electronic Data Gathering, Analysis and Retrieval system accessible through
the SEC's web site at http://www.sec.gov. Interested persons also may read
and copy any report, statement or other information that BPC has filed with
the SEC at its Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. 20549, or may call the SEC for more information on obtaining
information from the SEC's public reference rooms. This description is
provided for informational purposes only. The Partnership does not
prepare, and is not responsible for the preparation of, any of BPC's
reports or other information it files with the SEC including, but not
limited to, those concerning the business and financial results of BFP, LP.

Those reports and other information are not intended to be incorporated by
reference into this report on Form 10-K, and the Partnership has no
responsibility for the accuracy of any information included in BPC's
reports or other information.

The Partnership's interest in BFP, LP was pledged as collateral for
certain notes payable (collectively "the JMB Notes") which aggregated
approximately $89,337,000 in principal and interest at December 31, 2002,
(immediately prior to repayment), to JMB Realty Corporation ("JMB"). The
security agreements for the JMB Notes required mandatory payment of
principal and interest out of any net proceeds received upon the
redemption, refinancing or other disposition of, or any distribution made
with respect to, the Partnership's interest in BFP, LP.

On December 31, 2002 (the "Redemption Date") 245 Park Holding entered
into a redemption agreement (the "Partial Redemption") by and among 245
Park Holding, WFP, GP and BFP, LP pursuant to which 245 Park Holding
transferred and BFP, LP thereby redeemed approximately 90% of its
approximate 5.4% interest (the "Redeemed Interest"), in BFP, LP, and 245
Park Holding received a distribution of approximately $56,109,000 (the
"Redemption Distribution"). 245 Park Holding's remaining interest in BFP,
LP is approximately .5%, represented by 567.375 Class A Units (the
"Retained Interest"). In accordance with the 245 Park Holding limited
liability company agreement, 245 Park Holding distributed approximately
$55,548,000 (99% of the Redemption Distribution) to the Partnership and
approximately $561,000 (1% of the Redemption Distribution) to WFP, GP. The
Partnership received its share of the Redemption Distribution on the
Redemption Date and in accordance with the security agreements relating to
the JMB Notes, the Partnership then paid to JMB approximately $55,548,000
as repayment toward the JMB Notes. One JMB Note remained after such
repayment, which was secured by the Partnership's interest in BFP, LP. The
unpaid principal and accrued and deferred interest balance on the remaining
JMB Note at December 31, 2003 was approximately $30,131,000.

On October 8, 2004, the Partnership and JMB entered into an agreement
to split the JMB Note (which had an unpaid principal and accrued and
deferred interest balance at October 8, 2004 of approximately $30,531,000)
into two separate replacement notes (the "Replacement Notes"), whereby the
Partnership issued the Replacement Notes payable to JMB that allocated the
outstanding principal balance and accrued and unpaid interest under the JMB
Note between the Replacement Notes in the amounts of $3,482,284 of
principal and $385,345 of accrued and unpaid interest to one Replacement
Note ("Replacement Note 1") and $22,017,716 of principal and all other
accrued and all unpaid interest totaling $4,645,531 (including all of the
default interest of $4,631,375) to the second Replacement Note
("Replacement Note 2"). The division of the JMB Note and its replacement
by Replacement Note 1 and Replacement Note 2 resulted in those two notes
superseding the JMB Note. The security, interest rate and maturity date
for the Replacement Notes remained unchanged from those under the JMB Note.

Through a series of transactions, JMB assigned and contributed
Replacement Note 2 to JMB Park Avenue, Inc., which is an indirect, wholly
owned subsidiary of JMB and the Corporate General Partner of the
Partnership. Effective October 8, 2004, the Corporate General Partner and
the Partnership entered into an Assignment and Contribution Agreement,
pursuant to which the Corporate General Partner assigned and contributed
Replacement Note 2 to the Partnership as an additional, voluntary
contribution of capital. This resulted in the release of the Partnership
from liability for repayment of Replacement Note 2 (with aggregate
principal and interest of $26,663,247). Due to the decrease in the
Partnership's outstanding indebtedness, interest accruals in future periods
will be substantially less. Replacement Note 1 remains as outstanding
indebtedness of the Partnership owed to JMB and is secured by the
Partnership's interest in BFP, LP. The unpaid principal and accrued
interest balance of Replacement Note 1 at December 31, 2004 was $3,884,073.

In addition to the amounts owing to JMB under Replacement Note 1,
advances totaling $222,000 were made to the Partnership from JMB in 2004.
These advances are evidenced by a demand note ("Demand Note") dated
December 1, 2004, which bears interest at prime plus 1 percent and is
secured by the Partnership's interest in BFP, LP. JMB is under no
obligation to make further advances and has the right to require repayment
of the Demand Note together with accrued and unpaid interest at any time.

In connection with the Partial Redemption, the limited partnership
agreement of BFP, LP was amended (the "Amendment") to, among other things,
provide for the right of the Partnership to consent to the nomination of an
independent director to the board of directors of BPC. The Amendment also
generally provides that in the event either (i) a sale or other disposition
of the 245 Park Avenue Building by BFP, LP results in the recognition by
the Partnership of gain for Federal income tax purposes, or (ii) as a
result of a merger or consolidation of BFP, LP, the Partnership thereafter
holds less than one-half of its Retained Interest in a form which does not
give rise to a material amount of gain for Federal income tax purposes, the
Partnership may elect to sell to BFP, LP, or BFP, LP may elect to redeem
from the Partnership, the Retained Interest at its fair market value (as
defined in the BFP, LP partnership agreement) per Class A Unit, but in no
event less than 80% ($8,790), and no greater than 120% ($13,186), of the
Redemption Distribution per Class A Unit in the Partial Redemption.

Under the terms of the Amendment, BFP, LP is obligated to use its
commercially reasonable efforts, in any agreement of merger or
consolidation entered into by BFP, LP on or before December 2007, to the
extent that the consideration is comprised in whole or in part of equity
interests, to provide for the Partnership to obtain its share of such
equity interests in a form such that the Partnership will not recognize a
material amount of gain for Federal income tax purposes. If BFP, LP,
having used its commercially reasonable efforts, is unable to provide for
the Partnership to receive such an equity interest, BFP, LP must pay to the
Partnership, in addition to the Partnership's share of the merger
consideration, a cash amount equal to the percentage of the merger
consideration in the form of equity multiplied by a number which is $14
million in 2003 and reduces by $1.5 million per year through the year 2007.

BFP, LP has had the right to sell the 245 Park Avenue property
without the consent of the Partnership since January 2000. BFP, LP
notified the Partnership that it sold a 49% interest in the 245 Park Avenue
property to an unaffiliated third party on October 2, 2003. The
Partnership did not receive any proceeds from the sale of the 49% interest
in 245 Park Avenue. However, as a result of such transaction, and subject
to the terms of the transaction, a substantial amount of gain for Federal
and state income tax purposes was allocated to the Holders of Interests
without any distribution of cash. Under certain circumstances, the
Partnership may have obligations for Federal or state withholding or
estimated tax payments on behalf of certain Holders of Interests.
Notwithstanding any such obligations, the Partnership believes that the
Holders of Interests have the ultimate responsibility for the timely filing
of state and Federal tax returns and the payment of all related taxes,
including the reimbursement to the Partnership of all withholding tax
payments or estimated tax payments made on their behalf.

BFP, LP has a substantial amount of indebtedness outstanding. Any
proceeds from the sale of the buildings in which BFP, LP has an interest
would be first applied to repayment of the mortgage and other indebtedness
of BFP, LP. In any event, any net proceeds obtained by the Partnership
could then be available to satisfy Replacement Note 1 and the Demand Note
(previously discussed). Only after such applications would any remaining
proceeds be available to be distributed to the Holders of Interests.
Similarly, in the event of a sale or other disposition of the Retained
Interest (including a redemption pursuant to an election discussed above),
the Partnership's share of the proceeds of such sale or disposition would
be available to satisfy Replacement Note 1 and the Demand Note. Only after
such application would remaining proceeds, if any, be available to be
distributed to the Holders of Interests.

It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment. However, it is expected
that Holders of Interests will be allocated a substantial amount of
additional gain for Federal and state income tax purposes as a result of
transactions which may occur over the remaining term of the Partnership.
These transactions include (i) a sale or other disposition of the 245 Park
Avenue property or other properties in which BFP, LP owns an interest; (ii)
a sale or other disposition of the Partnership's interest in BFP, LP
(including a redemption of the Retained Interest); or (iii) a significant
reduction in the indebtedness of the 245 Park Avenue property or other
indebtedness of the Partnership for Federal and state income tax purposes.
Moreover, none of these transactions is expected to result in Holders of
Interests receiving any significant cash distributions. The amount of gain
for Federal and state income tax purposes to be allocated to a Holder of
Interests over the remaining term of the Partnership is expected to be, at
a minimum, equal to all or most of the amount of such Holder's deficit
capital account for tax purposes. Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holder of
Interests. The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.

The Partnership has no employees.

The terms of transactions between the Partnership and the General
Partners and their affiliates are set forth in Items 11 and 13 below and in
the Notes to the consolidated financial statements, to which reference is
hereby made for a description of such transactions.

ITEM 2. PROPERTIES

The Partnership owns an indirect, minority interest in properties
referred to under Item 1 above to which reference is hereby made. The
Partnership's interest in BFP, LP is pledged as collateral for Replacement
Note 1 and the Demand Note payable to JMB.

ITEM 3. LEGAL PROCEEDINGS

The Partnership is not subject to any material pending legal
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during
the fourth quarter of 2004.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SECURITY
HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of January 1, 2005, there were 860 record holders of the remaining
965 Interests outstanding in the Partnership. There is no public market
for Interests and it is not anticipated that a public market for Interests
will develop. Consequently, a Holder may not be able to sell or otherwise
liquidate his or her Interests. In addition, the Interests have not been
registered under the Securities Act of 1933, as amended, or (with certain
exceptions) under state securities laws. Transfers of the Interests must
be made in compliance with applicable federal and state securities laws and
are subject to the restrictions on transfers set forth in Article 14 (pages
15-17) of the Amended and Restated Agreement of Limited Partnership of the
Partnership, which are incorporated herein by reference to Exhibit 99 to
this annual report. A sale or other transfer of an Interest may result in
material adverse Federal income tax consequences.

The Partnership has not made any distributions since 1989. The
Partnership's interest in BFP, LP is pledged as collateral for Replacement
Note 1 and the Demand Note payable to JMB, which notes require mandatory
payment of principal and interest out of (i) any distributions received
from BFP, LP, and (ii) any net proceeds received upon the sale, refinancing
or other disposition of the Partnership's interest in BFP, LP. Reference
is made to the section entitled "Investment in Unconsolidated Venture" in
the Notes to the consolidated financial statements and Item 7 for a
discussion of the restrictions on the distributions (if any) to the
Partnership from BFP, LP.

ITEM 6. SELECTED FINANCIAL DATA
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
and Consolidated Venture

DECEMBER 31, 2004, 2003, 2002, 2001 AND 2000 (a)
(NOT COVERED BY REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Capitalized terms used but not defined in this Item 7 have the same
meanings as used in Item 1. Business or in the Notes.

The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional advances from JMB Realty Corporation
("JMB") and there is no assurance that such advances will continue to be
made. Advances totaling $222,000 were made to the Partnership from JMB in
2004. These advances are evidenced by a demand note ("Demand Note"), dated
December 1, 2004, which bears interest at prime plus 1 percent and is
secured by the Partnership's interest in BFP, LP. JMB is under no
obligation to make further advances and has the right to require repayment
of the Demand Note together with accrued and unpaid interest at any time.

The Partnership has an approximate .5% interest in BFP, LP. Persons
who are interested in obtaining information concerning BFP, LP should be
aware that BPC files periodic reports and other information, which includes
information about BFP, LP and its assets and operations, with the U.S.
Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"). BPC's filings with the SEC are
available to the public through the SEC's Electronic Data Gathering,
Analysis and Retrieval system accessible through the SEC's web site at
http://www.sec.gov. Interested persons also may read and copy any report,
statement or other information that BPC has filed with the SEC at its
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, or
may call the SEC for more information on obtaining information from the
SEC's public reference rooms. This description is provided for
informational purposes only. The Partnership does not prepare, and is not
responsible for the preparation of, any of BPC's reports or other
information it files with the SEC including, but not limited to, those
concerning the business and financial results of BFP, LP. Those reports
and other information are not intended to be incorporated by reference into
this report on Form 10-K, and the Partnership has no responsibility for the
accuracy of any information included in BPC's reports or other information.

BFP, LP has a substantial amount of indebtedness outstanding. Any
proceeds from the sale of the buildings in which BFP, LP has an interest
would be first applied to repayment of the mortgage and other indebtedness
of BFP, LP. In any event, any net proceeds obtained by the Partnership
could then be available to satisfy Replacement Note 1 and the Demand Note.
Only after such applications would any remaining proceeds be available to
be distributed to the Holders of Interests. Similarly, in the event of a
sale or other disposition of the Retained Interest (including a redemption
pursuant to an election discussed above), the Partnership's share of the
proceeds of such sale or disposition would be available to satisfy
Replacement Note 1 and the Demand Note. Only after such application would
remaining proceeds, if any, be available to be distributed to the Holders
of Interests.

It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment. However, it is expected
that Holders of Interests will be allocated a substantial amount of
additional gain for Federal and state income tax purposes as a result of
transactions which may occur over the remaining term of the Partnership.
These transactions include (i) sale or other disposition of the 245 Park
Avenue property or other properties in which BFP, LP owns an interest; (ii)
a sale or other disposition of the Partnership's interest in BFP, LP
(including a redemption of the Retained Interest); or (iii) a significant
reduction in the indebtedness of the 245 Park Avenue property or other
indebtedness of the Partnership for Federal and state income tax purposes.
Moreover, none of these transactions is expected to result in Holders of
Interests receiving any significant cash distributions. The amount of gain
for Federal and state income tax purposes to be allocated to a Holder of
Interests over the remaining term of the Partnership is expected to be, at

a minimum, equal to all or most of the amount of such Holder's deficit
capital account for tax purposes. Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holder of
Interests. The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.

RESULTS OF OPERATIONS

The operations of the Partnership in 2004 have been funded entirely
by advances totaling $222,000 under a demand note from JMB in 2004.

Demand note payable to an affiliate represents advances made to the
Partnership in 2004 by JMB.

The decrease in note payable to an affiliate and the increase in
general partners' capital at December 31, 2004 as compared to December 31,
2003 is due to the JMB Note split and the contribution and cancellation of
Replacement Note 2.

Accrued interest payable represents interest accrued in 2004 on the
JMB Note (through October 8, 2004) and on Replacement Note 1 thereafter, as
a result of the note split.

The decrease in interest expense for the year ended December 31, 2004
as compared to the year ended December 31, 2003 is primarily due to the JMB
Note split in October 2004 and the resulting decrease in the Partnership's
indebtedness. The decrease in interest expense for the year ended
December 31, 2003 as compared to the same period in 2002 is primarily due
to the repayments toward the JMB Notes made on December 31, 2002.

The decrease in professional services for the year ended December 31,
2004 as compared to the same periods in 2003 and 2002 is primarily due to a
decrease in fees for legal services related to the partial redemption of
the Partnership's interest in BFP, LP in 2002, partially offset in 2003 by
an increase in costs for accounting services rendered in 2003 in connection
with the partial redemption of the Partnership's interest in BFP, LP in
December 2002.

The increase in general and administrative expenses for the year
ended December 31, 2004 as compared to the years ended December 31, 2003
and 2002 is primarily due to the provision for doubtful receivables
recognized in the second quarter of 2004.

The elimination of the recognition by the Partnership of a share of
earnings (loss) from operations of unconsolidated venture and venture
partner's share of venture operations for the years ended December 31, 2004
and 2003 is due to the partial redemption of the Partnership's interest in
BFP, LP in December 2002. Because the Partnership has no future funding
obligations to BFP, LP, is currently not expecting to receive distributions
from BFP, LP, has no influence or control over the day-to-day affairs of
BFP, LP and its investment in BFP, LP has been reduced to less than 1%,
subsequent to the Redemption Date, the Partnership discontinued the
application of the equity method of accounting, recorded its investment at
zero and no longer recognizes its share of earnings or losses from BFP, LP.

INFLATION

Due to the low levels of inflation in recent years and the limited
business activity of the Partnership, inflation generally has not had a
material effect on it.

USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions. These estimates and
assumptions affect the reported amounts of assets and liabilities and the
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. Critical accounting policies are those that
are both significant to the overall presentation of the Partnership's
financial condition and results of operations and require management to
make difficult, complex or subjective judgments. The Partnership made no
significant estimates or assumptions for the year ended December 31, 2004
and thus has concluded that there are no critical accounting policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
and Consolidated Venture

INDEX

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets, December 31, 2004 and 2003

Consolidated Statements of Operations, years ended
December 31, 2004, 2003 and 2002

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 2004, 2003 and 2002

Consolidated Statements of Cash Flows, years ended
December 31, 2004, 2003 and 2002

Notes to Consolidated Financial Statements

Schedules not filed:

All schedules have been omitted as the required information is
inapplicable, or the information is presented in the consolidated financial
statements or related notes.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Partners
JMB/245 Park Avenue Associates, Ltd.:

We have audited the consolidated financial statements of JMB/245 Park
Avenue Associates, Ltd., a limited partnership (the "Partnership"), and
consolidated venture as listed in the accompanying index. These
consolidated financial statements are the responsibility of the General
Partners of the Partnership. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by the General Partners of the Partnership, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB/245 Park Avenue Associates, Ltd. and consolidated venture as of
December 31, 2004 and 2003, and the results of their operations and their
cash flows for each of the years in the three-year period ended
December 31, 2004, in conformity with U.S. generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared
assuming that JMB/245 Park Avenue Associates, Ltd. will continue as a going
concern. As described in the notes to the consolidated financial
statements, the Partnership is dependent upon additional advances from JMB
under the demand loan. This uncertainty and the fact that the Partnership
has a net capital deficiency raise substantial doubt about its ability to
continue as a going concern. The General Partners' plans in regard to
these matters are also described in the notes to the consolidated financial
statements. The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

KPMG LLP

Chicago, Illinois
March 25, 2005

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
and Consolidated Venture

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2004 AND 2003

ASSETS
------

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
and Consolidated Venture

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
and Consolidated Venture

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
and Consolidated Venture

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
and Consolidated Venture

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), through JMB
245 Park Avenue Holding Company, LLC ("245 Park Holding"), owns an
approximate .5% general partner interest in Brookfield Financial
Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties,
L.P. The ownership is represented by 567.375 Class A Units. BFP, LP is a
joint venture that holds equity investments in commercial office buildings.

Business activities consist of rentals to a variety of commercial companies
and the ultimate sale or disposition of such real estate. 245 Park Holding
is a limited liability company in which the Partnership is a 99% member and
WFP Property G.P. Corp. ("WFP, GP"), which is an affiliate of the managing
general partner of BFP, LP, is a 1% member. The accompanying consolidated
financial statements include the accounts of the Partnership and its
majority-owned limited liability company, 245 Park Holding. The effect of
all transactions between the Partnership and its consolidated venture has
been eliminated.

Because the Partnership has no future funding obligations to BFP, LP,
is currently not expecting to receive distributions from BFP, LP, has no
influence or control over the day-to-day affairs of BFP, LP. and its
investment in BFP, LP has been reduced to less than 1%, the Partnership
discontinued the application of the equity method of accounting, recorded
its investment at zero and no longer recognizes its share of earnings or
losses from BFP, LP.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to reflect the Partnership's
accounts in accordance with accounting principles generally accepted in the
United States of America ("GAAP") and to consolidate the accounts of 245
Park Holding as described above. Such GAAP and consolidation adjustments
are not recorded on the records of the Partnership.

The net earnings (loss) per limited partnership interest is based
upon the number of limited partnership interests outstanding at the end of
the period. Deficit capital accounts will result, through the remaining
duration of the Partnership, in net gain for financial reporting and
Federal and state income tax purposes to the General Partners and Limited
Partners.

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 at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

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

The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional advances from JMB Realty Corporation
("JMB") and there is no assurance that such advances will be made. JMB is
under no obligation to make further advances and has the right to require
repayment of the Demand Note together with accrued and unpaid interest at
any time.

INVESTMENT IN UNCONSOLIDATED VENTURE

In December 1983, the Partnership acquired an interest in 245 Park,
which owned a 46-story office building located at 245 Park Avenue, New
York, New York. The Partnership acquired its approximate 48.25% ownership
interest in 245 Park for approximately $63,927,000 from an affiliate of the
joint venture partners. In addition to the Partnership, the other partners
(the "O&Y partners") of 245 Park included Olympia & York 245 Park Ave.
Holding Company, L.P., Olympia & York Equity Company, L.P., and Olympia &
York 245 Corp., all of which were affiliates of Olympia & York
Developments, Ltd. ("O&Y").

As a result of the financial difficulties of the O&Y partners, in
October 1995 each of the O&Y partners and certain other O&Y affiliates (but
not the Joint Venture) filed for bankruptcy protection from creditors under
Chapter 11 of the United States Bankruptcy Code. As a result of the plan
of restructuring (the "Plan"), which became effective on November 21, 1996
("Effective Date"), the Partnership owned through JMB 245 Park Avenue
Holding Company, LLC ("245 Park Holding") an approximate 5.4% general
partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"),
formerly known as World Financial Properties, L.P. The managing general
partner of BFP, LP is not affiliated with the Partnership and, subject to
the partnership agreement of BFP, LP and the JMB Transaction Agreement
(discussed below), has full authority to manage its affairs. 245 Park
Holding is a limited liability company in which the Partnership is a 99%
member and WFP Property G.P. Corp. ("WFP, GP"), which is an affiliate of
the managing general partner of BFP, LP, is a 1% member.

BFP, LP's principal assets are majority and controlling interests in
office buildings, certain of which are owned subject to ground leases of
the underlying land.

As a result of transactions noted below, at December 31, 2004, the
Partnership holds an approximate .5% interest in BFP, LP. Persons who are
interested in obtaining information concerning BFP, LP should be aware that
BPC files periodic reports and other information, which includes
information about BFP, LP and its assets and operations, with the U.S.
Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"). BPC's filings with the SEC are
available to the public through the SEC's Electronic Data Gathering,
Analysis and Retrieval system accessible through the SEC's web site at
http://www.sec.gov. Interested persons also may read and copy any report,
statement or other information that BPC has filed with the SEC at its
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, or
may call the SEC for more information on obtaining information from the
SEC's public reference rooms. This description is provided for
informational purposes only. The Partnership does not prepare, and is not
responsible for the preparation of, any of BPC's reports or other
information it files with the SEC including, but not limited to, those
concerning the business and financial results of BFP, LP. Those reports
and other information are not intended to be incorporated by reference into
this report on Form 10-K, and the Partnership has no responsibility for the
accuracy of any information included in BPC's reports or other information.

The Partnership's interest in BFP, LP was pledged as collateral for
certain notes payable (collectively "the JMB Notes") which aggregated
approximately $89,337,000 in principal and interest at December 31, 2002,
(immediately prior to repayment), to JMB. The security agreements for the
JMB Notes required mandatory payment of principal and interest out of any
net proceeds received upon the redemption, refinancing or other disposition
of, or any distribution made with respect to, the Partnership's interest in
BFP, LP.

On December 31, 2002 (the "Redemption Date") 245 Park Holding entered
into a redemption agreement (the "Partial Redemption") by and among 245
Park Holding, WFP, GP and BFP, LP pursuant to which 245 Park Holding
transferred and BFP, LP thereby redeemed approximately 90% of its
approximate 5.4% interest (the "Redeemed Interest"), in BFP, LP, and 245
Park Holding received a distribution of approximately $56,109,000 (the
"Redemption Distribution"). 245 Park Holding's remaining interest in BFP,
LP is approximately .5%, represented by 567.375 Class A Units (the
"Retained Interest"). In accordance with the 245 Park Holding limited
liability company agreement, 245 Park Holding distributed approximately
$55,548,000 (99% of the Redemption Distribution) to the Partnership and
approximately $561,000 (1% of the Redemption Distribution) to WFP, GP. The
Partnership received its share of the Redemption Distribution on the
Redemption Date and in accordance with the security agreements relating to
the JMB Notes, the Partnership then paid to JMB approximately $55,548,000
as repayment toward the JMB Notes. One JMB Note remained after such
repayment, which was secured by the Partnership's interest in BFP, LP. The
unpaid principal and accrued and deferred interest balance on the remaining
JMB Note at December 31, 2003 was approximately $30,131,000.

On October 8, 2004, the Partnership and JMB entered into an agreement
to split the JMB Note (which had an unpaid principal and accrued and
deferred interest balance at October 8, 2004 of approximately $30,531,000)
into two separate replacement notes (the "Replacement Notes"), whereby the
Partnership issued the Replacement Notes payable to JMB that allocated the
outstanding principal balance and accrued and unpaid interest under the JMB
Note between the Replacement Notes in the amounts of $3,482,284 of
principal and $385,345 of accrued and unpaid interest to one Replacement
Note ("Replacement Note 1") and $22,017,716 of principal and all other
accrued and all unpaid interest totaling $4,645,531 (including all of the
default interest of $4,631,375) to the second Replacement Note
("Replacement Note 2"). The division of the JMB Note and its replacement
by Replacement Note 1 and Replacement Note 2 resulted in those two notes
superseding the JMB Note. The security, interest rate and maturity date
for the Replacement Notes remained unchanged from those under the JMB Note.

Through a series of transactions, JMB assigned and contributed
Replacement Note 2 to JMB Park Avenue, Inc., which is an indirect, wholly
owned subsidiary of JMB and the Corporate General Partner of the
Partnership. Effective October 8, 2004, the Corporate General Partner and
the Partnership entered into an Assignment and Contribution Agreement,
pursuant to which the Corporate General Partner assigned and contributed
Replacement Note 2 to the Partnership as an additional, voluntary
contribution of capital. This resulted in the release of the Partnership
from liability for repayment of Replacement Note 2 (with aggregate
principal and interest of $26,663,247). Due to the decrease in the
Partnership's outstanding indebtedness, interest accruals in future periods
will be substantially less. Replacement Note 1 remains as outstanding
indebtedness of the Partnership owed to JMB and is secured by the
Partnership's interest in BFP, LP. The unpaid principal and accrued
interest balance of Replacement Note 1 at December 31, 2004 was $3,884,073.

The Partnership recognized a net gain in 2002 of approximately
$79,194,000 on the Partial Redemption for financial reporting purposes. No
gain was recognized by the Partnership for Federal income tax purposes.

BFP, LP has had the right to sell the 245 Park Avenue property
without the consent of the Partnership since January 2000. BFP, LP
notified the Partnership that it sold a 49% interest in the 245 Park Avenue
property to an unaffiliated third party on October 2, 2003. The
Partnership did not receive any proceeds from the sale of the 49% interest
in 245 Park Avenue. However, as a result of such transaction, a
substantial amount of gain for Federal and state income tax purposes was
allocated to the Holders of Interests without any distribution of cash.
Under certain circumstances, the Partnership may have obligations for
Federal or state withholding or estimated tax payments on behalf of certain

Holders of Interests. Notwithstanding any such obligations, the
Partnership believes that the Holders of Interests have the ultimate
responsibility for the timely filing of state and Federal tax returns and
the payment of all related taxes, including the reimbursement to the
Partnership of all withholding tax payments or estimated tax payments made
on their behalf.

SUMMARY FINANCIAL INFORMATION OF UNCONSOLIDATED VENTURE

Summary financial information for BFP, LP for the year ended
December 31, 2002 is as follows:

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

Total income. . . . . . . . . . . . . . . . . . . . . $ 464,532
Expenses. . . . . . . . . . . . . . . . . . . . . . . 371,495
-----------

Net income. . . . . . . . . . . . . . . . . . . . . . $ 93,037
===========
Partnership's share:
Equity in earnings of BFP, LP . . . . . . . . . . . $ 5,047
===========

NOTES PAYABLE TO AN AFFILIATE

Advances totaling $222,000 have been made to the Partnership from JMB
in 2004. These advances are evidenced by a demand note ("Demand Note"),
dated December 1, 2004, which bears interest at prime plus 1 percent and is
secured by the Partnership's interest in BFP, LP.

Note payable to an affiliate - long-term consists of the following at
December 31, 2004 and 2003:

2004 2003
----------- -----------
Note payable (term loan) bearing
interest at 2% per annum, compounded
annually; secured by the Partnership's
interest in BFP, LP; no payments until
December 1998 when the entire principal
amount and accrued compounded interest
were scheduled to be due (as discussed
above); extended, effective January 3,
2001, to January 2, 2006; note split
effective October 8, 2004 (as
discussed above) . . . . . . . . . . . $ 3,482,284 25,500,000
=========== ===========

Accrued and unpaid interest due to an affiliate was $402,905 and
$4,631,375 at December 31, 2004 and 2003, respectively.

PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations are generally allocated 94% to
the Holders and 6% to the General Partners. Profits from the sale or other
disposition of all or substantially all of the Partnership's interest in
BFP, LP or of all or substantially all of the 245 Park Avenue office
building or other real property owned by BFP, LP will be allocated to the
General Partners in an amount equal to the greater of 1% of such profits or
any cash from the proceeds of such sale or other disposition distributed to
the General Partners, plus an additional amount of such profits to
eliminate deficits, if any, in the General Partners' capital accounts. The
remainder of such profits will be allocated to the Holders. All losses
from the sale of all or substantially all of the Partnership's interest in
BFP, LP or of all or substantially all of the 245 Park Avenue office
building or other real property owned by BFP, LP will be allocated 99% to
the Holders and 1% to the General Partners. All such profits or losses
will be allocated among the Holders in proportion to the number of
Interests held. For Federal income tax purposes, all interest expense
recognized on the JMB Notes is allocated to a General Partner.

The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership. Distributions of "Distributable Cash"
(as defined) of the Partnership generally will be made 94% to the Holders
of Interest and 6% to the General Partners. Distributions of "Sale
Proceeds" or "Financing Proceeds" (as defined) will be made first to the
Holders in an amount equal to their contributed capital, next to the
General Partners in an amount equal to their capital contributions, and the
balance 70% to the Holders and 30% to the General Partners. Distributions
would be made to the General Partners and Holders of Interests generally
only after the satisfaction of all Partnership liabilities.

TRANSACTIONS WITH AFFILIATES

The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. Fees,
commissions and other expenses required to be paid by the Partnership to
the General Partners and their affiliates as of and for the years ended
December 31, 2004, 2003 and 2002 are as follows:

UNPAID AT
DECEMBER 31,
2004 2003 2002 2004
------- ------ ------ ------------
Reimbursement (at cost)
for legal services . . . . $28,754 14,737 6,920 22,120
Reimbursement (at cost)
for portfolio management
services . . . . . . . . . 10,177 11,349 42,746 485
Reimbursement (at cost)
for out-of-pocket
expenses . . . . . . . . . -- -- 1,213 --
------- ------ ------ ------
$38,931 26,086 50,879 22,605
======= ====== ====== ======

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

Reference is made to the Notes, "Investment in Unconsolidated
Venture" and "Notes Payable to an Affiliate" above for a discussion of
certain loans and notes payable by the Partnership to JMB and related
collateral held by JMB.

SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

2004
----------------------------------------------
At 3/31 At 6/30 At 9/30 At 12/31
---------- ---------- ---------- ----------

Total income. . . . . . $ 68 32 23 85
========== ========== ========== ==========

Net earnings (loss) . . $ (178,948) (256,363) (168,024) (77,408)
========== ========== ========== ==========

Net earnings (loss)
per Interest. . . . . $ (171) (246) (161) (85)
========== ========== ========== ==========

2003
----------------------------------------------
At 3/31 At 6/30 At 9/30 At 12/31
---------- ---------- ---------- ----------

Total income. . . . . . $ 701 373 182 123
========== ========== ========== ==========

Net earnings (loss) . . $ (205,549) (192,862) (155,307) (164,326)
========== ========== ========== ==========

Net earnings (loss)
per Interest. . . . . $ (196) (184) (148) (157)
========== ========== ========== ==========

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no changes in, or disagreements with, accountants during
2004 and 2003.

ITEM 9A. CONTROLS AND PROCEDURES

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 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 the end of the
period covered by this report. 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 end of the period covered by this report 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 rules and
form of the Securities and Exchange Commission for this report. 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 III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Corporate General Partner of the Partnership, JMB Park Avenue,
Inc., an Illinois corporation, is a wholly-owned subsidiary of JMB
Investment Holdings - I, Inc., a Delaware corporation. All of the
outstanding shares of stock of JMB Investment Holdings - I, Inc. are owned,
indirectly, by JMB Realty Corporation, a Delaware corporation ("JMB") in
the business of real estate investment. Substantially all of the shares of
JMB are owned, directly or indirectly, by certain of its current and former
officers and directors, members of their families and their affiliates.
The Corporate General Partner has responsibility for all aspects of the
Partnership's operations, subject to the requirement that the sale of all
or substantially all of the Partnership's interest in BFP, LP or of all or
substantially all of the 245 Park Avenue office building, unless required
by the terms of the BFP, LP venture agreement, must be approved by the
Associate General Partner of the Partnership, Park Associates, L.P., an
Illinois limited partnership with JMB Park Avenue, Inc. as the sole general
partner. The limited partners of the Associate General Partner are
generally JMB, current or former officers and directors of JMB, their
affiliates and current or former officers of Merrill Lynch, Pierce, Fenner
& Smith Incorporated.

The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that affiliates of the General Partners are engaged in a
range of real estate activities. Certain services have been and may in the
future be provided to the Partnership by affiliates of the General
Partners, including administrative services. In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise

to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership or its investment properties under certain
circumstances, including for tenants for properties and/or for the sale of
properties. Because the timing and amount of cash distributions and
profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell (or consent to the sale of) investment
property, the establishment and maintenance of reasonable reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations. The General Partners and their
affiliates may also have a conflict of interest with respect to matters
relating to the remaining JMB Note, including, among other things, the
enforcement of repayment of that note and the remedies available to JMB in
the event of a default under that note, as well as with respect to matters
concerning whether to continue to advance funds to the Partnership to
permit it to pay its expenses. Reference is made to the discussions under
"Investment in Unconsolidated Venture" and "Notes Payable to an Affiliate"
in the Notes for further information concerning the term loan and demand
notes.

The names, current positions and length of service therein of the
director and executive officers of the Corporate General Partner of the
Partnership are as follows:

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Gary Nickele Vice President 12/18/90
Patrick J. Meara President and Director 12/22/00
H. Rigel Barber Vice President 03/26/84
Gailen J. Hull Vice President 03/26/84

There is no family relationship among any of the foregoing director
or officers. The foregoing director has been elected to serve a term until
the annual meeting of the Corporate General Partner to be held on August 9,
2005. All of the foregoing officers have been elected to serve terms until
the first meeting of the Board of Directors held after the annual meeting
of the Corporate General Partner to be held on August 9, 2005. There are
no arrangements or understandings between or among any of said director or
officers and any other person pursuant to which any director or officer was
elected as such.

The foregoing director and officers are also officers and/or
directors of JMB and various companies affiliated with JMB.

The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership
includes the following:

Gary Nickele (age 52) is Executive Vice President and General Counsel
of JMB and an officer and/or director of various JMB affiliates. Mr.
Nickele has been associated with JMB since February 1984. He holds a J.D.
degree from the University of Michigan Law School and is a member of the
Bar of the State of Illinois.

Patrick J. Meara (age 42) has been a Senior Vice President of JMB
since January 1997. Prior to becoming President and Director of the
Corporate General Partner, Mr. Meara was a Vice President of the Corporate
General Partner from August 8, 2000 to December 22, 2000. He is also an
officer and/or director of various other JMB affiliates. He has been
associated with JMB, JMB Institutional Realty Corporation or their
affiliates since 1987. Mr. Meara is a Certified Public Accountant.

H. Rigel Barber (age 56) is Executive Vice President and Chief
Executive Officer of JMB and an officer of various JMB affiliates.
Mr. Barber has been associated with JMB since March, 1982. He holds a J.D.
degree from the Northwestern Law School and is a member of the Bar of the
State of Illinois.

Gailen J. Hull (age 56), in addition to being a Vice President of JMB
Park Avenue, Inc., has acted as the Chief Financial Officer of the
Partnership since August 2002. He also is Senior Vice President and, since
August 2002, Chief Financial Officer of JMB and an officer of various JMB
affiliates. Mr. Hull has been associated with JMB since March, 1982. He
holds a Masters degree in Business Administration from Northern Illinois
University and is a Certified Public Accountant.

The Partnership is a limited partnership organized under the laws of
the State of Illinois, and the rights of its partners and Holders of
Interests are governed by its Partnership Agreement. Moreover, the
Interests are not publicly traded. In view of these facts, as well as the
limited business activity of the Partnership, the Corporate General Partner
has determined that it is not necessary for the Partnership to have either
an "audit committee financial expert" or a "code of ethics" as those terms
are defined in the rules and regulations of the Securities and Exchange
Commission.

ITEM 11. EXECUTIVE COMPENSATION

The officers and the director of the Corporate General Partner
receive no direct remuneration in such capacities from the Partnership.
The General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Holders of Interests, and a
share of profits or losses as described under the section entitled
"Partnership Agreement" in the Notes. No such cash distributions were paid
to the General Partners in 2004. The General Partners are expected to be
allocated loss for tax purposes in 2004.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to the Partnership Agreement, the Partnership is permitted
to engage in various transactions involving affiliates of the Corporate
General Partner of the Partnership. Such transactions may involve
conflicts of interest for the General Partners or their affiliates,
including, among others, those discussed in Item 10. Directors and
Executive Officers above. Various relationships of the Partnership to the
Corporate General Partner (and its director and executive officers) and its
affiliates are also set forth above in Item 10.

The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses and out-of-pocket expenses relating to
the administration of the Partnership and operation of the Partnership's
real property investments. There were no such reimbursable expenses in
2004.

The General Partners and their affiliates are entitled to
reimbursements of salary and salary related expenses for legal, accounting
and certain other services. Such reimbursements will not exceed the lesser
of the actual cost of such services or the amount which the Partnership
would be required to pay independent parties for comparable services. For
2004, affiliates of the General Partners were entitled to reimbursements
for such expenses in the amount of $38,931 of which $22,605 was payable at
December 31, 2004.

Advances totaling $222,000 were made to the Partnership from JMB in
2004. These advances are evidenced by a demand note dated December 1,
2004, which bears interest at prime plus 1 percent and is secured by the
Partnership's interest in BFP, LP. JMB is under no obligation to make
further advances and has the right to require repayment of the Demand Note
together with accrued and unpaid interest at any time.

At December 31, 2003, the Partnership was indebted to JMB Realty
Corporation ("JMB") under the JMB Note for an aggregate amount of
$30,131,375 (consisting of $25,500,000 of principal and $4,631,375 of
accrued and unpaid interest, including default interest.) On October 8,
2004, the Partnership and JMB entered into an agreement to split the JMB
Note (which had an unpaid principal and accrued and deferred interest
balance at October 8, 2004 of approximately $30,531,000) into two separate
replacement notes (the "Replacement Notes") payable to JMB so that the
outstanding principal balance and accrued and unpaid interest under the JMB
Note was allocated between the Replacement Notes. One of the Replacement
Notes ("Replacement Note 1") received a principal balance of $3,482,284 and
accrued and unpaid interest of $385,345. The other Replacement Note
("Replacement Note 2") received a principal balance of $22,017,716 and all
other accrued and unpaid interest from the JMB Note totaling $4,645,531
(including all of the default interest of $4,631,375). The security,
interest rate and maturity date for the Replacement Notes remained
unchanged from those under the JMB Note.

Through a series of transactions, JMB assigned and contributed
Replacement Note 2 to JMB Park Avenue, Inc., which is an indirect, wholly
owned subsidiary of JMB and the Corporate General Partner of the
Partnership. Effective October 8, 2004, the Corporate General Partner and
the Partnership entered into an Assignment and Contribution Agreement,
pursuant to which the Corporate General Partner assigned and contributed
Replacement Note 2 to the Partnership as an additional, voluntary
contribution of capital. This resulted in the release of the Partnership
from liability for repayment of Replacement Note 2 (with aggregate
principal and interest of $26,663,247). Due to the decrease in the
Partnership's outstanding indebtedness, interest accruals in future periods
will be substantially less. All accounts and interests of the Corporate
General Partner in the Partnership are adjusted to reflect this
contribution of capital. Replacement Note 1 remains as outstanding
indebtedness of the Partnership owed to JMB and is secured by the
Partnership's interest in BFP, LP. The unpaid principal and accrued
interest balance of Replacement Note 1 at December 31, 2004 was $3,884,073.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Partnership has not adopted any pre-approval policies and
procedures. All audit and permitted non-audit services are approved by the
sole director of the Corporate General Partner of the Partnership before
the service is undertaken.

The aggregate fees billed for professional services by KPMG LLP for
2004 and 2003 for these various services were:

Type of Fees 2004 2003
- ------------ -------- --------

Audit Fees. . . . . . . . . . . . . . . . $ 34,600 34,000
Tax Fees. . . . . . . . . . . . . . . . . 32,825 27,500
-------- --------
$ 67,425 61,500
======== ========

In the above table, in accordance with the SEC's definitions and
rules, "audit fees" are fees the Partnership paid KPMG LLP for professional
services for the audit of the Partnership's consolidated financial
statements included in Form 10-K and review of financial statements
included in Form 10-Qs, and for services that are normally provided by the
accountant in connection with statutory and regulatory filings or
engagements; "tax fees" are fees for tax compliance, tax advice and tax
planning.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report.

(1) Financial Statements (See Index to Financial Statements and
Supplementary Data filed with this report).

(2) Exhibits.

3-A. Amended and Restated Agreement of Limited Partnership
of the Partnership is hereby incorporated by
reference to Exhibit 3-A 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 by reference to Exhibit 3-B to
the Partnership's Form 10-Q Report for March 31, 1995
(File No. 0-13545) filed May 11, 1995.

4-A. Loan agreement dated June 27, 1984 between JMB/245
Park Avenue Associates and Continental Illinois
National Bank and Trust Company of Chicago is hereby
incorporated by reference to Exhibit 4-B to the
Partnership's Registration Statement on Form 10 (as
amended) of the Securities Exchange Act of 1934 (File
No. 0-13545) filed on April 29, 1985.

4-B. $25,000,000 Second Amended and Restated Promissory
Note and related documents dated August 1, 1995
between JMB/245 Park Avenue Associates and JMB Realty
Corporation, are hereby incorporated herein by
reference to Exhibit 4-V to the Partnership's
Form 10-Q Report for September 30, 1995, (File No.
0-13545) filed on November 9, 1995.

4-C. Fourth Amendment to Loan Documents dated August 1,
1995 between JMB/245 Park Avenue Associates, Ltd. and
JMB Realty Corporation detailing amendments to the
term loans, are hereby incorporated herein by
reference to Exhibit 4-Y to the Partnership's
Form 10-Q Report for September 30, 1995, (File No.
0-13545) filed on November 9, 1995.

4-D. Consent Agreement dated December 29, 1983 from
JMB/245 Park Avenue Associates, Ltd. to Continental
Illinois Bank of Chicago (Continental) detailing the
transactions for which the Partnership would obtain
Continental's consent, are hereby incorporated herein
by reference to Exhibit 4-Z to the Partnership's
Form 10-Q Report for September 30, 1995, (File No.
0-13545) filed on November 9, 1995.

4-E. Third Amended and Restated Security Agreement dated
August 1, 1995 between JMB/245 Park Avenue
Associates, Ltd. and JMB Realty Corporation, are
hereby incorporated herein by reference to
Exhibit 4-AA to the Partnership's Form 10-Q Report
for September 30, 1995, (File No. 0-13545) filed on
November 9, 1995.

4-F. Amendment No. 1 to $25,000,000 Second Amended and
Restated Promissory Note made effective January 3,
2001 between JMB/245 Park Avenue Associates, Ltd. and
JMB Realty Corporation is hereby incorporated herein
by reference to Exhibit 4-B to the Partnership's
Report for March 31, 2001 on Form 10-Q (File No.
0-13545) dated May 9, 2001.

4-G. Security Agreement, dated May 7, 2001, by JMB/245
Park Avenue Associates, Ltd. in favor of JMB Realty
Corporation is hereby incorporated herein by
reference to the Partnership's Report for Septem-
ber 30, 2004 on Form 10-Q (File No. 0-13545) dated
November 10, 2004.

4-H. Note Split Agreement, dated October 8, 2004, by and
between JMB Realty Corporation and JMB/245 Park
Avenue Associates, Ltd. is hereby incorporated herein
by reference to the Partnership's Report for Septem-
ber 30, 2004 on Form 10-Q (File No. 0-13545) dated
November 10, 2004.

4-I. Replacement Note #1 to Second Amended and Restated
Promissory Note, dated October 8, 2004, in the
original principal amount of $3,482,283.71 is hereby
incorporated herein by reference to the Partnership's
Report for September 30, 2004 on Form 10-Q (File No.
0-13545) dated November 10, 2004.

4-J. Replacement Note #2 to Second Amended and Restated
Promissory Note, dated October 8, 2004, in the
original principal amount of $22,017,716.29 is hereby
incorporated herein by reference to the Partnership's
Report for September 30, 2004 on Form 10-Q (File No.
0-13545) dated November 10, 2004.

4-K. Assignment and Contribution Agreement, dated
October 8, 2004, by and between JMB Park Avenue, Inc.
and JMB/245 Park Avenue Associates, Ltd. is hereby
incorporated herein by reference to the Partnership's
Report for September 30, 2004 on Form 10-Q (File No.
0-13545) dated November 10, 2004.

10-A. Limited Liability Company Agreement of JMB 245 Park
Avenue Holding Company, LLC dated as of November 12,
1996 is hereby incorporated by reference to the
Partnership's Report for November 21, 1996 on Form
8-K (File No. 0-13545) filed on December 6, 1996.

10-B. Consent and Substitution of Collateral dated
November 21, 1996 is hereby incorporated herein by
reference to Exhibit 10-E to the Partnership's Report
for March 31, 1997 on Form 10-Q (File No. 0-13545)
filed on May 9, 1997.

10-C. Redemption Agreement between JMB 245 Park Avenue
Holding Company, LLC, WFP Property G.P. Corp. and
Brookfield Financial Properties, L.P., dated
December 31, 2002 is hereby incorporated herein by
reference to Exhibit 10.1 to the Partnership's Report
for December 31, 2002 on Form 8-K (File No. 0-13545)
filed on January 15, 2003.

10-D. Fourth Amended and Restated Agreement of Limited
Partnership of Brookfield Financial Properties, L.P.
dated as of December 31, 2002 is hereby incorporated
herein by reference to Exhibit 10.2 to the
Partnership's Report for December 31, 2002 on Form
8-K (File No. 0-13545) filed on January 15, 2003.

21. List of Subsidiaries of the Partnership.

31.1 Certification of Principal Executive Officer Pursuant
to Rule 13a-14(a)/Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended.

31.2 Certification of Principal Financial Officer Pursuant
to Rule 13a-14(a)/Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended.

32. Certifications of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1850,
as adopted pursuant to section 906 of the Sarbanes-
Oxley Act of 2002.

99. Article 14 (pages 15-17) of the Partnership's Amended
and Restated Agreement of Limited Partnership is
filed herewith.

(b) The following report on Form 8-K was filed since the beginning of
the last quarter of the period covered by this report.

Entry into Material Definitive Agreements. Creation of a
Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement between JMB/245 Park Avenue Associates, Ltd. and
JMB Realty Corporation, dated December 1, 2004 (File No. 0-13545),
filed December 7, 2004.

No annual report or proxy material for the fiscal year 2004 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership 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

GAILEN J. HULL
By: Gailen J. Hull
Vice President
Date: March 25, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: JMB Park Avenue, Inc.
Corporate General Partner

PATRICK J. MEARA
By: Patrick J. Meara, President and Director
Principal Executive Officer
Date: March 25, 2005

GAILEN J. HULL
By: Gailen J. Hull, Vice President
Principal Accounting Officer
and Principal Financial Officer
Date: March 25, 2005

JMB/245 PARK AVENUE ASSOCIATES, LTD.

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE
-------------
3-A. Amended and Restated Agreement of
Limited Partnership of the
Partnership. Yes

3-B. Amendment to the Amended Limited
Partnership Agreement of Partnership
of JMB/245 Park Avenue Associates, Ltd. Yes

4-A. Loan agreement dated June 27,
1984 between JMB/245 Park Avenue
Associates and Continental Illinois
National Bank and Trust Company of
Chicago. Yes

4-B. $25,000,000 Second Amended and
Restated Promissory Note and
related documents dated August 1,
1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation Yes

4-C. Fourth Amendment to Loan Documents
dated August 1, 1995 between JMB/245
Park Avenue Associates, Ltd. and
JMB Realty Corporation Yes

4-D. Consent Agreement dated December 29,
1983 from JMB/245 Park Avenue Associates
to Continental Illinois Bank of
Chicago (Continental) Yes

4-E. Third Amended and Restated Security
Agreement dated August 1, 1995 between
JMB/245 Park Avenue Associates, Ltd.
and JMB Realty Corporation Yes

4-F. Amendment No. 1 to $25,000,000 Second
Amended and Restated Promissory Note
made effective January 3, 2001 between
JMB/245 Park Avenue Associates and
JMB Realty Corporation Yes

4.G Security Agreement, dated May 7, 2001,
by JMB/245 Park Avenue Associates, Ltd.
in favor of JMB Realty Corporation Yes

4.H Note Split Agreement, dated October 8,
2004, by and between JMB Realty
Corporation and JMB/245 Park Avenue
Associates, Ltd. Yes

4.I Replacement Note #1 to Second Amended
and Restated Promissory Note, dated
October 8, 2004, in the original principal
amount of $3,482,283.71 Yes

4.J Replacement Note #2 to Second Amended
and Restated Promissory Note, dated
October 8, 2004, in the original
principal amount of $22,017,716.29 Yes

DOCUMENT
INCORPORATED
BY REFERENCE
-------------

4.K Assignment and Contribution Agreement,
dated October 8, 2004, by and between
JMB Park Avenue, Inc. and JMB/245 Park
Avenue Associates, Ltd. Yes

10-A. Limited Liability Company Agreement of
JMB 245 Park Avenue Holding Company, LLC
dated as of November 12, 1996. Yes

10-B. Consent and Substitution of Collateral
dated November 21, 1996 Yes

10-C. Redemption Agreement between JMB 245
Park Avenue Holding Company, LLC, WFP
Property G.P. Corp. and Brookfield
Financial Properties, L.P. Yes

10-D. Fourth Amended and Restated Agreement
of Limited Partnership of Brookfield
Financial Properties, L.P. Yes

21. List of Subsidiaries of the Partnership. No

31.1. Certification of Principal Executive
Officer Pursuant to Rule 13a-14(a)/
Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended. No

31.2. Certification of Principal Financial
Officer Pursuant to Rule 13a-14(a)/
Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended. No

32. Certifications of Chief Executive
Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1850,
as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. No

99. Article 14 (pages 15-17) of the
Partnership's Amended and Restated
Agreement of Limited Partnership No