SecProbe.io

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<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
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May 2, 2005

VIA FACSIMILE, US MAIL & EDGAR
------------------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Division of Corporate Finance
Washington, DC  20549

Attn.:  Mr. Steven Jacobs, Mail Stop 0409

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

Ladies and Gentlemen:

This letter is in response to certain comments of the staff made by letter
of April 18, 2005, a copy of which letter is attached.

The comments relate to investments in unconsolidated venture, debt and
related interest of the Partnership for the years 2001 and 2002. References
to the "2002 10-K" made below are to the Partnership's report on Form 10-K
for the year ended December 31, 2002.

                          ----------

In COMMENT NUMBER 1, the staff requests further supplemental explanation of
the circumstances and basis for the reversal of accrued interest in the
amount of $4,157,702 for the period ended December 31, 2002.

As noted in the 2002 10-K, the Partnership had, through five separate
notes, aggregate principal and interest due affiliates of $86,507,505 as of
December 31, 2001. Prior to the repayment of a portion of that indebtedness
from the proceeds discussed in response to comment number 2, the aggregate
indebtedness was $89,999,798, including 2002 advances and accrued interest
of $662,951 and $2,829,342, respectively. On December 31, 2002 the
Partnership repaid $56,210,721 and agreed with the affiliated lender to
apply the repayment in a prescribed manner as to principal and interest,
retire four of the five notes and retain $29,631,375 of indebtedness on the
remaining note. The $4,157,702 (representing $89,999,798 less $56,210,721
less $29,631,375) was characterized as reversal of previously accrued
interest in the 2002 consolidated statement of operations.

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JMB/245 Park Avenue Associates, LTD.
Form 10-K for the year ended December 31, 2004
File No.  000-13545
Page 2 of 2

In COMMENT NUMBER 2, the staff requests supplemental information regarding
the recognized gain of $79,193,697 for redemption of the 90% interest in
BFP, LP in 2002.

As noted in the 2002 10-K, the Partnership had a negative investment in
BFP, LP of $30,712,396 as of December 31, 2001. This negative investment
represented the Partnership's share of the cumulative losses of BFP, LP and
its predecessors in excess of its investment. For 2002, through the
redemption on December 31, 2002, the Partnership recorded its share of
income from operations of BFP, LP of $7,502,143, leaving a remaining
negative investment of $23,210,253 immediately prior to the redemption. The
cash proceeds received by the Partnership for its redeemed interests were
$56,108,857, which, when added to the negative investment, represents the
aggregate gain on redemption of $79,319,110. The 2002 statement of
operations reflects a gain on redemption of $79,193,697, which is net of
the venture partner's share of the gain of $125,413.

After the redemption, the Partnership discontinued the application of the
equity method, recorded its investment at zero and no longer recognizes its
share of earnings or losses from BFP, LP. As noted in the 2002 10-K and
subsequent filings, the Partnership has no further obligations to make
contributions, has an interest in BFP, LP of less than 1%, is not currently
expecting to receive distributions and has no influence or control over the
day-to-day affairs of BFP, LP.

                     --------------------

If you have any questions or comments, please do not hesitate to call the
undersigned at (312) 915-1700.

                         Sincerely yours,

                         JMB/245 Park Avenue Associates, Ltd.

                         /s/ Gailen J. Hull
                         -------------------------------------
                         Gailen J. Hull, Vice President
                         JMB Park Avenue, Inc.
                         Corporate General Partner
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