FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-827
EMPIRE STATE BUILDING ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6084254
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York
(Address of principal executive offices)
10165
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if
changed since last report)
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 [ ].
An Exhibit Index is located on Page 15 of this Report.
Number of pages (including exhibits) in this filing: 15 <PAGE>
2.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Empire State Building Associates
Condensed Statement of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
Income:
Rent income, from a related
party (Note B) $1,504,688 $1,504,688 $4,514,063 $4,514,063
Dividend income 2,090 2,589 6,345 33,528
---------- ---------- ---------- ----------
Total income 1,506,778 1,507,277 4,520,408 4,547,591
---------- ---------- ---------- ----------
Expenses:
Leasehold rent 492,500 492,500 1,477,500 1,477,500
Supervisory services, to a
related party (Note C) 39,854 39,854 119,563 119,563
Amortization of leasehold 52,117 52,117 156,351 156,351
Miscellaneous -0- -0- 47 -0-
---------- ---------- ---------- ----------
Total expenses 584,471 584,471 1,753,461 1,753,414
---------- ---------- ---------- ----------
Net income $ 922,307 $ 922,806 $2,766,947 $2,794,177
========== ========== ========== ==========
Earnings per $10,000 partici-
pation unit, based on 3,300
participation units out-
standing during the year $ 279.49 $ 279.64 $ 838.47 $ 846.72
========== ========== ========== ==========
Distributions per $10,000
participation consisted
of the following:
Income $ 279.49 $ 279.64 $ 838.47 $ 846.72
Return of capital 15.16 15.01 45.47 1,073.37
--------- ---------- ---------- ----------
Total distributions $ 294.65 $ 294.65 $ 883.94 $ 1,920.09
========= ========== ========== ==========
At September 30, 1996 and 1995, there were $33,000,000 of participations
outstanding.<PAGE>
Empire State Building Associates
Condensed Balance Sheet
(Unaudited) 3.
Assets September 30, 1996 December 31, 1995
Current assets
Cash $ 867,366 $ 359,505
Prepaid rent 23,831 23,831
---------- ----------
Total current assets 891,197 383,336
Real Estate
Leasehold on Empire State Building 39,000,000 39,000,000
Less, allowance for amortization 35,612,371 35,456,020
---------- ----------
3,387,629 3,543,980
---------- ----------
Total assets $4,278,826 $3,927,316
========== ==========
Liabilities and Capital
Current liabilities
Deferred credit $ 501,563 $ -0-
---------- ----------
Total current liabilities 501,563 -0-
---------- ----------
Capital
Capital January 1, 3,927,316 7,519,530
Add, Net income:
January 1, 1996 through September 30, 1996 2,766,947
January 1, 1995 through December 31, 1995 3,716,420
---------- -----------
6,694,263 11,235,950
Less, Distributions:
Monthly distributions,
January 1, 1996 through September 30, 1996 2,917,000
January 1, 1995 through December 31, 1995 3,889,333
Distribution on February 28, 1995 of
Overage Rent for the lease year ended
December 31, 1994 and dividend income 3,419,301
---------- -----------
2,917,000 7,308,634
---------- -----------
Capital 3,777,263 3,927,316
---------- -----------
Total liabilities and capital $4,278,826 $ 3,927,316
========== ===========<PAGE>
4.
Empire State Building Associates
Condensed Statement of Cash Flows
(Unaudited)
January 1, 1996 January 1, 1995
through through
September 30, 1996 September 30, 1995
Cash flows from operating activities:
Net income $2,766,947 $2,794,177
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of leasehold 156,351 156,351
Change in Overage Rent due from
Empire State Building Company,
a related party -0- 97,887
Change in accrued supervisory
services, to a related party -0- (8,253)
Change in deferred credit 501,563 -0-
---------- ----------
Net cash provided by operating
activities 3,424,861 3,040,162
---------- ----------
Cash flows from financing activities:
Cash distributions (2,917,000) (6,336,301)
---------- ----------
Net cash used in financing
activities (2,917,000) (6,336,301)
---------- ----------
Net increase (decrease) in cash and
cash equivalants 507,861 (3,296,139)
Cash and cash equivalents
beginning of period 359,505 3,653,616
---------- ----------
Cash and cash equivalents
end of period $ 867,366 $ 357,477
========== ========== <PAGE>
Empire State Building Associates 5.
September 30, 1996
Notes to Condensed Financial Statements (unaudited)
Note A - Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and statement of cash flows in conformity
with generally accepted accounting principles. The accompanying
unaudited condensed financial statements include all adjustments
(consisting only of normal recurring accruals) which are, in the
opinion of the partners in Registrant, necessary for a fair
statement of the results for such interim periods. The partners
in Registrant believe that the accompanying unaudited condensed
financial statements and the notes thereto fairly disclose the
financial condition and results of Registrant's operations for the
periods indicated and are adequate to make the information pre-
sented therein not misleading.
Note B - Interim Period Reporting
The results for the interim periods are not necessarily
indicative of the results to be expected for a full year.
Registrant is a partnership which was organized on July
11, 1961. Registrant owns the tenant's interest in a master
operating leasehold (the "Master Lease") on the Empire State
Building (the "Building") and the land thereunder, located at 350
Fifth Avenue, New York, New York (the "Property"). On November
27, 1991, Prudential Insurance Company of America sold the fee
ownership of the property to EGHolding Co. Inc. which, through
merger and conveyance, reportedly transferred its interest as
lessor to Trump Empire State Partners ("Trump"). Associates'
rights under the master leasehold remain unchanged.
Registrant's partners are Peter L. Malkin, John L. Loehr
and Stanley Katzman (collectively the "Partners"), each of whom
also acts as an agent for holders of participations in his
respective partnership interest in Registrant (the
"Participants").
The initial term of the Master Lease expired on January
5, 1992. On January 30, 1989, Registrant exercised its first of
four 21-year renewal options contained in the Master Lease and
extended the Master Lease through January 5, 2013. The annual
rent payable under Master Lease is $1,970,000 through January 5,
2013 and $1,723,750 annually during the term of each renewal
period thereafter. <PAGE>
Empire State Building Associates 6.
September 30, 1996
The value of the Master Lease is stated at cost. To
reflect Registrant's exercise of the first renewal option under
the Master Lease, the estimated useful life of the Master Lease
has been revised to 25 years, effective January 1, 1988, through
January 5, 2013.
Registrant does not operate the Property. It subleases
the Property to Empire State Building Company ("Sublessee")
pursuant to a net operating sublease (the "Sublease") with a term
and renewal options essentially coextensive with those contained
in the Master Lease. On January 30, 1989, Sublessee elected to
renew the Sublease for a term commencing January 4, 1992 to
January 4, 2013.
Sublessee is required to pay annual basic rent ("Basic
Rent") of $6,018,750 from January 1, 1992 through January 4, 2013
and $5,895,625 from January 5, 2013 through the expiration of all
renewal terms. Sublessee is also required to pay Registrant
overage rent of 50% of Sublessee's net operating profit in excess
of $1,000,000 for each lease year ending December 31 ("Overage
Rent").
Overage Rent and other accumulated interest and dividend
income are distributed annually after payment of any additional
payments for supervisory services to Counsel (as described in Note
C below).
For 1995, Sublessee reported net operating loss of $139,025;
therefore, there was no Overage Rent.
Sublessee is a New York partnership in which Peter L.
Malkin is a partner. The Partners in Registrant are also members
of the law firm of Wien, Malkin & Bettex, 60 East 42nd Street, New
York, New York, which acts as counsel to Registrant and Sublessee
("Counsel"). See Note C below.
Note C - Supervisory Services
Registrant pays Counsel for supervisory services and
disbursements (i) the basic payment of $100,000 per annum (the
"Basic Payment") and (ii) an additional payment of 6% of all
distributions to Participants in any year in excess of the amount
representing a return of 9% per annum on their remaining cash
investment in any year ("Additional Payment").
No remuneration was paid during the three and nine month
periods ended September 30, 1996 by Registrant to any of the Part-
ners as such. Pursuant to the fee arrangements described herein,
Registrant paid Counsel $25,000 and $75,000, respectively, of the
Basic Payment for supervisory services for the three and nine
month periods ended September 30, 1996, and $4,951 a month as the
Additional Payment for supervisory services. The supervisory
services provided to Registrant by Counsel include legal,
administrative and financial services. The legal and<PAGE>
Empire State Building Associates 7.
September 30, 1996
administrative services include acting as general counsel to
Registrant, maintaining all of its partnership records, performing
physical inspections of the Building, reviewing insurance coverage
and conducting annual partnership meetings. Financial services
include monthly receipt of rent from the Sublessee, payment of
monthly rent to the fee owner, payment of monthly and additional
distributions to the Participants, payment of all other
disbursements, confirmation of the payment of real estate taxes,
and active review of financial statements submitted to Registrant
by the Sublessee and financial statements audited by and tax
information prepared by Registrants' independent certified public
accountant, and distribution of such materials to the
Participants. Counsel also prepares quarterly, annual and other
periodic filings with the Securities and Exchange Commission and
applicable state authorities and distributes to the Participants
quarterly source of distribution reports.
Reference is made to Note B of this Item 1 ("Note B")
for a description of the terms of the Sublease between Registrant
and Sublessee. The respective interests of the Partners in
Registrant and in Sublessee arise solely from ownership of their
respective participations in Registrant and, in the case of Mr.
Malkin, his ownership of a partnership interest in Sublessee. The
Partners receive no extra or special benefit not shared on a pro
rata basis with all other Participants in Registrant or partners
in Sublessee. However, each of the Partners, by reason of his
respective interest in Counsel, is entitled to receive his pro
rata share of any legal fees or other remuneration paid to Counsel
for legal and supervisory services rendered to Registrant and
Sublessee.
As of September 30, 1996, the Partners owned of record
and beneficially an aggregate of $186,250 of participations in
Registrant, representing less than 1% of the currently outstanding
participations therein totaling $33,000,000.
In addition, as of September 30, 1996 certain of the
Partners (or their respective spouses) held additional
Participations as follows:
Stanley Katzman owned of record as trustee, but not
beneficially, $20,000 of Participations. Mr. Katzman
disclaims any beneficial ownership of such
Participations.
Peter L. Malkin owned of record as trustee or
co-trustee, but not beneficially, $170,000 of
Participations. Mr. Malkin disclaims any beneficial
ownership of such Participations.
Isabel W. Malkin, the wife of Peter L. Malkin, owned of
record and beneficially $153,333 of Participations. Mr.
Malkin disclaims any beneficial ownership of such
Participations.<PAGE>
Empire State Building Associates 8.
September 30, 1996
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
As stated in Note B, Registrant was organized for the
purpose of acquiring the Master Lease of the Property subject to
the Sublease. Basic Rent received by Registrant is used to pay
annual rent due under the Master Lease, the Basic Payment and the
Additional Payment for supervisory services; the balance of such
Rent is distributed to the Participants. Overage Rent and any
interest and dividends accumulated thereon are distributed to the
Participants after the Additional Payment is made to Counsel. See
Note C of Item 1 above. Pursuant to the Sublease, Sublessee has
assumed responsibility for the condition, operation, repair,
maintenance and management of the Property. Registrant is not
required to maintain substantial reserves or otherwise maintain
liquid assets to defray any operating expenses of the Property.
Registrant does not pay dividends. During the three and
nine month periods ended September 30, 1996, Registrant made
regular monthly distributions of $98.21 for each $10,000 par-
ticipation ($1,178.52 per annum for each $10,000 participation).
There are no restrictions on Registrant's present or future
ability to make distributions; however, the amount of such
distributions depends solely on the ability of Sublessee to make
payments of Basic Rent and Overage Rent to Registrant in
accordance with the terms of the Sublease. Registrant expects to
make distributions in the future so long as it receives the
payments provided for under the Sublease. See Note B.
Registrant's results of operations are affected
primarily by the amount of rent payable to it under the Sublease.
The amount of Overage Rent payable to Registrant is affected by
(i) the New York City economy and real estate rental market and
(ii) the cost of the Property improvement program described herein
under Other Information. It is anticipated that the improvement
program to the Building, which commenced in 1990, will negatively
impact Overage Rent in 1996 through 1999. It is difficult for
management to forecast whether the New York City real estate
market will improve over the next few years.
Total income decreased for the three and nine month
periods ended September 30, 1996 as compared with the three and
nine month periods ended September 30, 1995. Such decrease
resulted from a decrease in dividend income earned on funds
temporarily invested in Fidelity U.S. Treasury Income Portfolio.
Total expenses remained the same for the three-month period ended
September 30, 1996 as compared with the three-month period ended
September 30, 1995. Total expenses increased for the nine-month
period ended September 30, 1996 as compared with the nine-month<PAGE>
Empire State Building Associates 9.
September 30, 1996
period ended September 30, 1995. Such increase resulted from
miscellaneous expenses incurred in the nine-month period ended
September 30, 1996.
The State of New York (the "State") had asserted a
utility tax deficiency of $1,528,816 against Sublessee through
December 31, 1992 in connection with rent-included electricity,
water and steam charges to tenants, plus accrued interest of
approximately $850,000 through March 31, 1996. The Supreme Court,
New York County granted summary judgment in favor of the State,
which ruling was affirmed by the Appellate Division, First
Department, holding that the State utility tax applies to such
rent inclusion charges. The Court of Appeals denied Sublessee's
motion for permission to appeal the adverse ruling by the
Appellate Division. Thus, the tax assessed by the State will be
payable in accordance with a settlement obtained by Wien, Malkin &
Bettex under which the tax deficiency has been reduced from
$1,528,816 to $979,109, representing a savings in principal of
more than $500,000. Interest on the reduced principal amount will
be payable in the amount of approximately $605,000 calculated
through July 31, 1996. The State has tentatively agreed to
payment over a period of four years, commencing August 1, 1996, in
equal monthly installments of $40,000 including interest on the
unpaid balance at the applicable rate. The City of New York has
also asserted a utility tax deficiency of $277,125 against
Sublessee through December 31, 1994 in connection with
rent-included electricity, water and steam charges to tenants,
plus accrued interest of approximately $72,240 through May 31,
1996. An appeal before the New York City taxing authority is
pending in which Sublessee is contesting the calculation of the
tax, and the final outcome of the appeal cannot presently be
determined.
Sublessee will also be liable for additional utility
taxes for periods after December 31, 1992 for New York State
utility tax and for periods after December 31, 1994 for New York
City utility tax. Any amounts for which Sublessee will be liable
will reduce Overage Rent payable to Associates by 50% thereof.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the three and nine month periods ended September 30,
1996, as compared with the three and nine month periods ended
September 30, 1995.
Assuming that the Building continues to generate an
annual net profit in future years comparable to that in the
current year, Registrant anticipates that the value of the
Building and the Property will exceed the indicated balance sheet
value at September 30, 1996.<PAGE>
Empire State Building Associates 10.
September 30, 1996
Registrant anticipates that funds for working capital
will be generated by operations of the Building by Sublessee,
which entity in turn is required to make payments of Basic Rent
and Overage Rent under the Sublease and, to the extent necessary,
from additional capital investment by the partners in Sublessee
and/or external financing. Registrant foresees no need to make
material commitments for capital expenditures while the Sublease
is in effect.
Inflation
Registrant believes that there has been no material
change in the impact of inflation on its operations since the
filing of its report on Form 10-K for the year ended December 31,
1995, which report and all exhibits thereto are incorporated
herein by reference and made a part hereof.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Property of Registrant is the subject of the
following pending litigation:
(1) On October 21, 1991, the holder of a $20,000 original
participation in Registrant brought suit in New York
Supreme Court, New York County against the Registrant;
the Partners; Sublessee; Harry B. Helmsley, a partner in
Sublessee; and Counsel. Registrant is a nominal
defendant. The suit claims that the defendants have
engaged in breaches of fiduciary duty and acts of
self-dealing in relation to the Partners' solicitation
of consents and authorizations of the participants in
Registrant in September 1991 and in relation to other
unrelated acts of the Partners and Sublessee. The suit
is styled as a class action, but the Court has ruled
that class certification shall not be granted. The suit
seeks relief including an injunction and an accounting.
On January 10, 1992, all defendants answered the
complaint and denied all material allegations of
liability and damage. The complaint does not seek any
relief against Registrant, and accordingly, Registrant's
counsel is of the opinion that no loss or other
unfavorable outcome of the action against Registrant is
anticipated. The action has been dismissed against
Sublessee and Mr. Helmsley. In June, 1996, plaintiff
applied for partial summary judgment. In September,
1996, defendants applied for summary judgment and
dismissal of the action in its entirety. Both of those
applications are pending before the Court.<PAGE>
Empire State Building Associates 11.
September 30, 1996
(2) In December 1994, Registrant received a notice of
default from Trump. The Trump default notice to
Registrant claims that Registrant is in violation of the
Master Lease because of extensive work which Sublessee
has undertaken as part of an improvement program that
commenced before Trump reportedly acquired its interest
in the Property in 1994. Trump's notice also complains
that the Building is in need of repairs.
On February 14, 1995, Registrant and Sublessee filed an
action in New York State Supreme Court against Trump for
a declaratory judgment that none of the matters set
forth in the notice of default constitutes a violation
of the Master Lease or Sublease, and that the notice of
default is entirely without merit. Registrant's and
Sublessee's suit also seeks an injunction to prevent
Trump from implementing the notice of default. On
March 24, 1995, the New York State Supreme Court in the
foregoing action granted Registrant a preliminary
injunction against Trump. The injunction prohibits
Trump from acting on its notice of default to
Registrant, at any time, pending the prosecution of
claims by Registrant and Sublessee for a final judgment
granting a permanent injunction and other relief against
the Trump defendants. On April 8, 1996, the Court
granted Registrant additional injunctions against Trump,
which further prohibit Trump from seeking to terminate
Registrant's Master Lease. On August 19, 1996, the
Court denied a motion by Trump to set aside the
injunction granted in favor of Registrant and against
Trump on March 24, 1995. The court has directed the
parties in the foregoing action to proceed with pretrial
discovery.
On February 15, 1995, Trump filed an action against
Registrant, Sublessee, Counsel, Harry B. Helmsley,
Helmsley-Spear, Inc. (the management company of the
Building engaged by Sublessee), and the Partners in New
York State Supreme Court, alleging that the notice of
default is valid and seeking damages and related relief
based thereon. On October 24, 1996, the Court dismissed
all of Trump's claims in their entirety as against
Registrant and all other defendants in the foregoing
action.
In May 1995, Registrant and Sublessee filed a separate
legal action against Trump and various affiliated
persons for breach of the Master Lease and Sublease and
for disparagement of the Property in violation of
Registrant's and Sublessee's leasehold rights. This
action sought money damages and related relief. The<PAGE>
Empire State Building Associates 12.
September 30, 1996
action was amended to include additional claims by
Registrant and Sublessee seeking a declaratory judgment
that they may act as an owner of the Property for
purposes of making applications and related activities
pursuant to the New York City Building Code. Trump
moved to dismiss the claims concerning the Building
Code. By decision and order of October 24, 1996, the
Court rejected Trump's motion and sustained Registrant's
and Sublessee's claims concerning the parties who may
act as owner of the Property under the Building Code.
The Court directed that the claims should proceed to
trial. At the same time, the Court dismissed
Registrant's and Sublessee's claims against Trump and
co-defendants for money damages. Registrant and
Sublessee will notice an appeal of that portion of the
Court's order dismissing their claims for money damages.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal quarter ended September 30, 1996,
Registrant did not submit any matter to a vote by the Participants
through the solicitation of proxies or otherwise.
Item 5. Other Information
The Sublessee maintains the Building as a high-class
office building as required by the terms of the Sublease.
In 1990, Sublessee commenced its latest improvement
program which is estimated to be completed in 1997 at a total cost
in excess of $60,000,000. Under this program, approximately 6,400
windows are being replaced and this portion of the program is
completed. In addition, the elevators have been upgraded through
installation of a computerized control system and replacement of
all electrical and mechanical equipment. The elevator
modernization program has increased elevator speed from 800 to 950
feet per minute to 1200 feet per minute. Also included is water-
proofing the Building's exterior, resetting and repairing the
limestone facade, upgrading the Building's security system,
upgrading and replacing the Building's fire safety system and
making substantial further improvement to the air-conditioning,
domestic pump and water systems, waterproofing the mooring mast
and installing a new observation deck ticket office.
Sublessee anticipates that the costs of improvements to
be incurred will reduce or eliminate Overage Rent during the years
from 1996 through 1999, but should have no effect on the payment
of Basic Rent in those years.<PAGE>
Empire State Building Associates 13.
September 30, 1996
Under Sublessee's management, the Building recently won
three awards from the Building Owners and Management Association
("BOMA") (BOMA/NY Award 1989; BOMA Middle Atlantic Region Award
1990/91 and the BOMA International Award for excellence 1992/93).
The New York Landmarks Conservancy recently awarded a Merit
Citation to the Building. In 1994, Metaloptics recognized the
Building for excellence in lighting efficiency. In December 1994,
Energy User News, a national publication, awarded a Certificate of
Merit in the lighting category for excellence and innovation in
energy efficiency and management of the Building.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibit hereto is incorporated by reference.
(b) Registrant has not filed any report on Form 8-K
during the quarter for which this report is being filed. <PAGE>
Empire State Building Associates 14.
September 30, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
The individual signing this report on behalf of
Registrant is Attorney-in-Fact for Registrant and each of the
Partners in Registrant, pursuant to a Power of Attorney, dated
August 6, 1996 (the "Power").
EMPIRE STATE BUILDING ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 13, 1996
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the undersigned as
Attorney-in-Fact for each of the Partners in Registrant, pursuant
to the Power, on behalf of Registrant and as a Partner in
Registrant, on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 13, 1996
______________________
* Mr. Katzman supervises accounting functions for
Registrant.<PAGE>
Empire State Building Associates 15.
September 30, 1996
EXHIBIT INDEX
Number Document Page*
25 Power of Attorney dated August 6, 1996
between Stanley Katzman, Peter L.
Malkin and John L. Loehr as Partners
of Registrant and Stanley Katzman and
Richard A. Shapiro.
______________________
* Page references are based on sequential numbering system.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet as of September 30, 1996 and the Statement Of Income
for the period ended September 30, 1996, and is qualified in its entirety by
reference to such financial statements.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 867,366
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 891,197<F1>
<PP&E> 39,000,000
<DEPRECIATION> 35,612,371
<TOTAL-ASSETS> 4,278,836
<CURRENT-LIABILITIES> 501,563<F2>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,777,263
<TOTAL-LIABILITY-AND-EQUITY> 4,278,826
<SALES> 4,514,063<F3>
<TOTAL-REVENUES> 4,520,408<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,753,461<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,766,947
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,766,947
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,766,947
<EPS-PRIMARY> 838.47<F6>
<EPS-DILUTED> 838.47<F6>
<FN>
<F1>Includes prepaid rent
<F2>Includes deferred credit
<F3>Rental income
<F4>Includes dividend income
<F5>Leasehold rent, supervisory fees, amortization of leasehold
and miscellaneous expense
<F6>Earnings per $10,000 participation unit, based on 3,300 participation
units outstanding during the year
</FN>
</TABLE>
