SecProbe.io

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      April 18, 2005

Mail Stop 0409

	VIA U.S. MAIL AND FAX (312) 915-1023

Mr. Gailen J. Hull
Vice President
JMB/245 Park Avenue, Inc.
900 N. Michigan Ave.
Chicago, Illinois 60611

Re:	JMB/245 Park Avenue Associates, LTD.
	Form 10-K for the year ended December 31, 2004
      File No. 000-13545

Dear Mr. Hull:

      We have reviewed your above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements and Notes

Consolidated Statements of Operations
1. In a supplemental response, please explain the circumstances
and
basis for the reversal of accrued interest in the amount of
$4,157,702 for the period ended December 31, 2002.

Investment in Unconsolidated Venture
2. In a supplemental response, please provide information in
sufficient detail to clarify your recognition of a gain in the
amount
of $79,193,697 for redemption of 90% of your interest in BFP, LP
during the period ended December 31, 2002.  In your response,
please
address your investment balance at December 31, 2001 and your
equity
in earnings recognized in 2002.  Additionally, please explain the
basis for your reversal of $23,210,253 in previously recognized
losses, as noted in the supplemental disclosures to the
Consolidated
Statement of Cash Flows.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please file your response on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matthew Dowling, Staff Accountant, at (202)
824-5141 or me at (202) 824-5222 if you have questions.

						Sincerely,

Steven Jacobs
						Accounting Branch Chief

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JMB/245 Park Avenue Associates, LTD
April 18, 2005
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