EMPIRE STATE BUILDING ASSOCIATES, 10-K, 1996-04-01

EMPIRE STATE BUILDING ASSOCIATES
10-K, 1996-04-01
OPERATORS OF NONRESIDENTIAL BUILDINGS

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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995

[] 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)

New York 13-6084254
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

60 East 42nd Street, New York, New York 10165
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 687-8700

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

None

Securities registered pursuant to section 12(g) of the Act:
$33,000,000 of Participations in Partnership Interests

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
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [x] No [ ]

The aggregate market of the voting stock held by non-affiliates of
the Registrant: Not applicable, but see Items 5 and 10 of this
report.

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. ___

An Exhibit Index is located on pages 34 through 35 of this report.
Number of pages (including exhibits) in this filing: 60.<PAGE>

PART I

Item 1. Business.

(a) General

Registrant is a partnership which was organized on July
11, 1961. Registrant holds the tenant's interest in a master
operating leasehold of the Empire State Building (the "Building")
and of the land thereunder, located at 350 Fifth Avenue, New York,
New York (collectively, the "Property"). The fee owner of the
Property is Trump Empire State Partners.

The master lease (the "Lease"), which commenced on
December 27, 1961, currently expires on January 5, 2013. The
Lease contains three 21-year renewal options, which have not been
exercised. If all of the options are exercised, the Lease will
expire on January 5, 2076. Registrant previously exercised an
option to renew the Lease for the term ending January 5, 2013.

Registrant does not operate the Property. It subleases
the Building to Empire State Building Company (the "Sublessee")
pursuant to a net operating sublease (the "Sublease") with a term
and renewal options essentially coextensive with those contained
in the Lease. On January 30, 1989, Sublessee exercised its option
to renew the Sublease for the first renewal term from January 4,
1992 to January 4, 2013.

Registrant's partners are Peter L. Malkin, Donald A.
Bettex and C. Michael Spero (individually, a "Partner" and,
collectively, the "Partners") each of whom also acts as an agent
for holders of participations in their respective partnership
interests in Registrant (each holder of a participation,
individually, a "Participant" and, collectively, the
"Participants").

Sublessee is a 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, counsel to Registrant and to Sublessee (the "Counsel"). See
Items 10, 11, 12 and 13 hereof for a description of the ongoing
services rendered by, and compensation paid to, Counsel and for a
discussion of certain relationships which may pose potential
conflicts of interest among Registrant, Sublessee and certain of
their respective affiliates.

As of December 31, 1995, the Building was 83% occupied
by approximately 703 tenants who engage in various businesses,
including the practice of law, accounting, ladies' and men's
apparel, and ladies' and men's shoes. Registrant does not
maintain a full-time staff. See Item 2 hereof for additional
information concerning the Property.<PAGE>
<PAGE>

(b) The Lease and Sublease

The annual rent payable by Registrant under the Lease is
$1,970,000 from January 5, 1992 through January 5, 2013 and
$1,723,750 annually during the term of each renewal period
thereafter.

Sublessee is required to pay annual basic rent (the
"Basic Rent") equal to $6,018,750 from January 5, 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 overage rent (the "Overage Rent") equal to 50% of its net
operating profit in excess of $1,000,000 in any year.

Overage Rent income is recognized when earned from the
Sublessee, at the close of the year ending December 31; such
income is not determinable until the Sublessee, pursuant to the
Sublease, renders to Registrant a certified report on the
Sublessee's operation of the Property. The Sublease requires that
this report be delivered to Registrant annually within 60 days
after the end of each such fiscal year. Accordingly, all Overage
Rent income and certain supervisory service expense are reflected
in the fourth quarter of each year. The Sublease does not provide
for the Sublessee to render interim reports to Registrant. See
Note 3 of Notes to Financial Statements filed under Item 8 hereof
(the "Notes") regarding Overage Rent payments by Sublessee for the
fiscal years ended December 31, 1995, 1994 and 1993. There was no
Overage Rent paid for the year ended Decmeber 31, 1995.

Pursuant to tenant space leases at the Building, the
average annual base rental payable to Sublessee is approximately
$34 per square foot (exclusive of electricity charges and
escalation) which is at market level as compared to the average
rental rates charged by office buildings offering comparable space
in the immediate vicinity. This is primarily due to a demand for
office space in a building which is considered to have a unique
reputation and a prime location in midtown Manhattan. The
Building is the only major office building in the Fifth Avenue
area between 23rd and 34th Streets. Registrant has been advised
that the average rental rate is approximately $26.50 per square
foot at both 358 Fifth Avenue and 362 Fifth Avenue, which are
neighboring office buildings (containing 12 and 14 stories,
respectively) containing upgraded standard installations, but
lacking comparable views and window space. The average rental
rate at 3 Park Avenue, which contains approximately 35 stories and
is only fifteen years old, is approximately $27 per square foot,
and the average rental rate at 1350 Broadway, which contains 37
stories, is approximately $21 per square foot. Most of these
buildings are about the same age as the Building.

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<PAGE>

In the overall rental market for commercial space in
Manhattan, rents range from approximately $45 per square foot for
prime office space to approximately $7 per square foot in less
developed industrial and/or secondary commercial areas. Accord-
ingly, rents at the Building may be considered competitive for
prime office space in midtown Manhattan, given the relative
condition of surrounding buildings and the nature of services,
amenities and office space offered by them as compared to the
Building.

(d) Tenant Leases

Sublessee operates the Building free from any federal,
state or local government restrictions involving rent control or
other similar rent regulations which may be imposed upon residen-
tial real estate in Manhattan. Any increase or decrease in the
amount of rent payable by a tenant is governed by the provisions
of the tenant's lease.

Item 2. Property.

Registrant owns the master leasehold on the Building
known as the Empire State Building and on the land thereunder
located at 350 Fifth Avenue in New York City. See Item 1 hereof.
The Building, erected in 1931 and containing 102 stories, a
concourse and a lower lobby, occupies the entire blockfront from
33rd Street to 34th Street on Fifth Avenue. The Building has 72
passenger elevators and 4 freight elevators and is equipped with
air conditioning and individual air handling units. The Building
is subleased to Sublessee under the Sublease which expires on
January 4, 2013 and contains three 21-year renewal options. See
Item 1 hereof for a description of the terms of the Lease and
Sublease.

Item 3. 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; the 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

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<PAGE>

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.

(2) In December 1994, Registrant received a notice of
default from Trump Empire State Partners ("Trump"). The
Trump default notice to Registrant claims that
Registrant is in violation of its 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 February 15, 1995, Trump filed an action against
Registrant, Sublessee, Counsel, Harry B. Helmsley,
Helmsley-Spear, Inc. (the management company of Empire
State Building), 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. The defendants intend to defend against
Trump's action and seek its dismissal. Counsel believes
that Registrant and Sublessee should prevail in their
actions against Trump, and that Trump's action should be
dismissed.

On March 24, 1995, the New York State Supreme Court
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.

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<PAGE>

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
disparagement of the property in violation of
Registrant's and Sublessee's leasehold rights. This
action seeks money damages and related relief.

Item 4. Submission of Matters to a Vote of Participants.

During the fourth quarter of the fiscal year ended
December 31, 1995, Registrant did not submit any matter to a vote
by the Participants through the solicitation of proxies or
otherwise.

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<PAGE>

PART II

Item 5. Market for Registrant's Common Equity
and Related Security Holder Matters.

Registrant is a partnership organized pursuant to a
partnership agreement dated as of July 11, 1961.

Registrant has not issued any common stock. The securi-
ties registered by it under the Securities Exchange Act of 1934,
as amended, consist of participations in the partnership interests
of the Partners in Registrant (the "Participations") and are not
shares of common stock nor their equivalent. The Participations
represent each Participant's fractional share in a Partner's
undivided interest in Registrant and are divided approximately
equally among the Partners. A full unit of the Participations was
offered originally at a purchase price of $10,000; fractional
units were also offered at proportionate purchase prices. Regis-
trant has not repurchased Participations in the past and is not
likely to change that policy in the future.

(a) The Participations neither are traded on an
established securities market nor are readily tradable on a
secondary market or the substantial equivalent thereof. Based on
Registrant's transfer records, Participations are sold by the
holders thereof from time to time in privately negotiated transac-
tions and, in many instances, Registrant is not aware of the
prices at which such transactions occur. During the past year
there were 207 transfers. In 39 instances, the indicated purchase
price was equal to two times the face amount of the Participation
transferred, i.e., $20,000 for a $10,000 participation. In all
other cases, no consideration was indicated.

(b) As of December 31, 1995, there were 2,641 holders
of Participations of record.

(c) Registrant does not pay dividends. During the year
ended December 31, 1995, Registrant made regular monthly
distributions of $98.21 for each $10,000 Participation. On
February 28, 1995, Registrant made an additional distribution for
each $10,000 Participation of $1,036.15. Such distribution
represented primarily Overage Rent payable by Sublessee for the
prior year. There was no Overage Rent payable for the year ended
December 31, 1995. See Item 1 hereof. There are no restrictions
on Registrant's present or future ability to make distributions;
however, the amount of such distributions, particularly
distributions of Overage Rent, depends solely on Sublessee's
ability to make payments of Basic Rent and Overage Rent to
Registrant. See Item 1 hereof. Registrant expects to make
distributions in the future so long as it receives the payments
provided for under the Sublease. See Item 7 hereof.

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<PAGE>

Item 6.
EMPIRE STATE BUILDING ASSOCIATES

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
Year ended December 31,

1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Basic rent income........ $6,018,750 $6,018,750 $ 6,018,750 $ 6,018,750 $ 6,780,560
Overage rent income...... 0 3,597,887 7,712,818 13,003,357 16,211,492
Dividend income.......... 35,556 39,667 60,657 118,082 14,099

Total revenues........ 6,054,306 $9,656,304 $13,792,225 $19,140,189 $23,006,151

Net income................ $3,716,420 $7,100,005 $10,987,930 $15,996,866 $18,239,187

Earnings per $10,000
participation unit,
based on 3,300
participation units
outstanding during
the year................. $ 1,126 $ 2,152 $ 3,330 $ 4,848 $ 5,527

Total assets.............. $3,927,316 $7,527,783 $11,620,333 $16,858,766 $20,300,235

Long-term obligations..... $ -0- $ -0- $ -0- $ -0- $ -0-

Distributions per $10,000
participation unit, based
on 3,300 participation
units outstanding
during the year:
Income................. $ 1,126 $ 2,152 $ 3,330 $ 4,848 $ 5,527
Return of capital...... 1,089 1,241 1,586 935 540

Total distributions.... $ 2,215 $ 3,393 $ 4,916 $ 5,783 $ 6,067

</TABLE>

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<PAGE>

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

Registrant was organized solely for the purposes of
owning the Property described in Item 2 hereof subject to the
Sublease. Registrant is required to pay from Basic Rent the
amounts due for supervisory services and to distribute the balance
of such rental payments to Participants. Pursuant to the
Sublease, Sublessee has assumed sole responsibility for the
condition, operation, repair, maintenance and management of the
Building. Registrant need not maintain substantial reserves or
otherwise maintain liquid assets to defray any operating expenses
of the Property.

The supervisory services provided to Registrant by
Counsel include legal, administrative services and financial
services. The legal and 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.

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 downturn in 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 will negatively impact
Overage Rent in 1996 and 1997. It is difficult for management to
forecast whether the New York City real estate market will improve
over the next few years.

A decrease in Overage Rent results in a reduction in the
dollar amount of distributions made to the Participants and a
reduction in the expenditure for supervisory services.
Anticipated reductions in the future Overage Rent will not have
any other impact on Registrant. See paragraph 1 of Item 7 hereof
and Notes 3, 4, 5, and 7 of the Notes.

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<PAGE>

The following summarizes the material factors affecting
Registrant's results of operations for the three preceding years:

(a) Total income decreased for the year ended December 31, 1995
as compared with the year ended December 31, 1994 primarily
because no Overage Rent was received by Registrant for the
year 1995. See Note 3 of the Notes. Total income decreased
for the year ended December 31, 1994 as compared with the
year ended December 31, 1993 primarily from the decreased
amount of Overage Rent received by Registrant for the year
1994. See Note 3 of the Notes.

(b) Total expenses decreased for the year ended December 31, 1995
as compared with the year ended December 31, 1994. Such
decrease resulted from a decrease in the additional payment
for supervisory services payable to Counsel with respect to
no Overage Rent being received for the year ended December
31, 1995. See Notes 3 and 5 of the Notes. Total expenses
decreased for the year ended December 31, 1994 as compared
with the year ended December 31, 1993. Such decrease
resulted from a decrease in additional payment for super-
visory services payable to Counsel with respect to the
decreased amount of Overage Rent which includes dividends
earned on prepaid Overage Rent. See Notes 3 and 5 of the
Notes.

The State of New York has asserted a utility tax
deficiency of $1,528,816 against the Sublessee through December
31, 1992 in connection with electricity, water and steam charges
to tenants, plus accrued interest of 797,713 through December 31,
1995. 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 Sublessee is seeking
permission to appeal the Appellate Division decision before the
Court of Appeals and the final outcome of the appeal cannot
presently be determined. The City of New York has also asserted a
utility tax deficiency of $277,125 against the Sublessee through
December 31, 1994 in connection with electricity, water and steam
charges to tenants plus accrued interest of approximately $54,000
through December 31, 1995. An appeal before the New York City
taxing authority is pending and the final outcome of the appeal
cannot presently be determined.

If it is finally determined that the State's and City's
positions are correct, the Sublessee would also be liable for
additional utility taxes for quarterly periods ending 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 the Sublessee might be ultimately liable would

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<PAGE>

reduce the net income in the year it becomes determinable and may
therefore impact Overage Rent payable to Registrant. [See Note 10
of the Notes.]

Liquidity and Capital Resources

There has been no significant change in Registrant's
liquidity or capital resources for the fiscal year ended December
31, 1995 as compared with the fiscal year ended December 31, 1994.

Inflation

Inflationary trends in the economy do not directly
impact Registrant's operations. As noted above, Registrant does
not actively engage in the operation of the Property. Inflation
may impact the operations of the Sublessee. The Sublessee is
required to pay the Basic Rent regardless of the results of its
operations. Inflation and other operating factors affect only the
amount of Overage Rent payable by the Sublessee, which is based on
the Sublessee's net operating profit.

Other Information

The Sublessee maintains the Building as a high-class
office building as required by the terms of the Sublease.

In 1990, the 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
installing a computerized control system and replacing 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 waterproofing
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 ticket office.

The Sublessee anticipates that the costs of improvements
to be incurred will result in reductions in Overage Rent during
1996 and 1997, but should have no effect on the payment of Basic
Rent in those years.

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

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<PAGE>

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 8. Financial Statements and Supplementary Data.

The financial statements, together with the accompanying
report by, and the consent to the use thereof by Jacobs Evall &
Blumenfeld LLP, immediately following, are being filed in response
to this item.

Item 9. Disagreements on Accounting and Financial Disclosure.

Not applicable.

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<PAGE>

PART III

Item 10. Directors and Executive Officers of Registrant.

Registrant has no directors or officers or any other
centralization of management. There is no specific term of office
for any Partner. The table below sets forth as to each Partner as
of December 31, 1995 the following: name, age, nature of any
family relationship with any other Partner, business experience
during the past five years and principal occupation and employment
during such period, including the name and principal business of
any corporation or any organization in which such occupation and
employment was carried on and the date such individual became a
Partner:

Principal Date
Nature of Occupation Individual
Family Business and became
Name Age Relationship Experience Employment Partner

Donald A. Bettex 64 None Attorney-at-Law Senior Partner 1988
Wien, Malkin
& Bettex,
Counsellors-
at-Law

Peter L. Malkin 62 None Attorney-at-Law Senior Partner 1961
Wien, Malkin
& Bettex,
Counsellors-
at-Law

C. Michael Spero 59 None Attorney-at-Law Senior Partner 1995
Wien, Malkin
& Bettex,
Counsellors-
at-Law

As stated above, the Partners are members of Counsel.
See Items 1, 11, 12 and 13 hereof for a description of the
services rendered by, and the compensation paid to, Counsel and
for a discussion of certain relationships which may pose actual or
potential conflicts of interest among Registrant, Sublessee and
certain of their respective affiliates.

The names of entities which have a class of securities
registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or are subject to the requirements of Section 15(d) of
that Act, and in which the Partners are either a director, joint
venturer or general partner are as follows:

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<PAGE>

C. Michael Spero is a joint venturer in 250 West 57th
St. Associates; and a general partner in Navarre - 500
Building Associates and 60 East 42nd St. Associates.

Peter L. Malkin is a joint venturer in 250 West 57th St.
Associates and Navarre-500 Building Associates and a
general partner in Garment Capitol Associates,
Navarre-500 Building Associates and 60 East 42nd St.
Associates.

Donald A. Bettex is a general partner in Garment
Capitol Associates and 60 East 42nd St. Associates.

Item 11. Executive Compensation.

As stated in Item 10 hereof, Registrant has no directors
or officers or any other centralization of management.

No remuneration was paid during the current fiscal year
ended December 31, 1995 by Registrant to any of the Partners as
such. Registrant pays Counsel, for supervisory services and dis-
bursements, fees of $100,000 per annum plus 6% of all sums
distributed to the Participants in excess of 9% per annum on their
original cash investment. Pursuant to such arrangements described
herein, Registrant incurred fees to Counsel of $159,417 for
supervisory services rendered during the fiscal year ended
December 31, 1995. The supervisory services include, among other
items, the preparation of reports and related documentation
required by the Securities and Exchange Commission, the monitoring
of all areas of federal and local security law compliance, the
preparation of certain financial reports, as well as the
supervision of accounting and other documentation related to the
administration of Registrant's business. See Item 7 hereof. Out
of its fees, Counsel paid all disbursements and costs of regular
accounting services. As noted in Items 1 and 10 of this report,
the Partners are also members of Counsel.

Item 12. Security Ownership of Certain Beneficial Owners
and Management.

(a) Registrant has no voting securities. See Item
5 hereof. At December 31, 1995, no person owned of record or was
known by Registrant to own beneficially more than 5% of the
outstanding Participations.

(b) At December 31, 1995, the Partners (see Item
10 hereof) beneficially owned, directly or indirectly, the
following Participations:

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<PAGE>

Name & Address Amount of
of Beneficial Beneficial Percent
Title of Class Owners Ownership of Class

Participations Donald A. Bettex $20,000 .0606%
in Partnership 700 Park Avenue
Interests New York, NY 10021

C. Michael Spero $35,000 .1061%
1165 Park Avenue
New York, NY 10128

Peter L. Malkin $63,750 .1932%
21 Bobolink Lane
Greenwich, CT 06830

At such date, certain of the Partners (or their
respective spouses) held additional Participations as follows:

Barbara N. Bettex, the wife of Donald A. Bettex,
owned of record and beneficially, $12,500 of
Participations. Mr. Bettex 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.

Peter L. Malkin owned of record as co-trustee of
two separate trusts a total of $40,000 of Participa-
tions. Mr. Malkin has a remainder interest in each of
such trusts.

Isabel W. Malkin, the wife of Peter L. Malkin,
owned of record and beneficially, $100,000 of Participa-
tions. Mr. Malkin disclaims any beneficial ownership of
such Participations.

Item 13. Certain Relationships and Related Transactions.

(a) As stated in Item 1 hereof, Mr. Donald A.
Bettex, Mr. Peter L. Malkin and Mr. C. Michael Spero are the three
Partners of Registrant and also act as agents for the Participants
in their respective partnership interests. Mr. Malkin is also a
partner in Sublessee. As a consequence of one of the three
Partners being a partner in Sublessee and all three Partners being
members of Counsel (which represents Registrant and Sublessee),

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<PAGE>

certain actual and potential conflicts of interest may arise with
respect to the management and administration of the business of
Registrant. However, under the respective participating
agreements pursuant to which the Partners act as agents for the
Participants, certain transactions require the prior consent of a
specified number of the Participants in order for the agents to
act on their behalf. Such transactions include modifications and
extensions of the Sublease, or a sale or other disposition of the
Property or substantially all of Registrant's other assets.

Reference is made to Items 1 and 2 hereof for a
description of the terms of the Sublease between Registrant and
Sublessee. The respective interests of the Partners in Registrant
and in the Sublease arise solely from ownership of their respec-
tive 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 security holders of 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 professional services rendered to Registrant and
Sublessee.

Reference is also made to Items 1 and 10 hereof for
a description of the relationship between Registrant and Counsel,
of which the Partners are among its members. The interest of each
Partner in any remuneration paid or given by Registrant to Counsel
arise solely from the ownership of such Partner's interest in
Counsel. See Item 11 hereof for a description of the remuneration
arrangements between Registrant and Counsel.

(b) Reference is made to Paragraph (a) above.

(d) Not applicable.

-15-<PAGE>
<PAGE>

PART IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.

(a)(1) Financial Statements:

Consent of Jacobs Evall & Blumenfeld LLP, Certified
Public Accountants, dated March 18, 1996.

Accountant's Report of Jacobs Evall & Blumenfeld LLP,
Certified Public Accountants, dated February 27, 1996.

Balance Sheets at December 31, 1995 and at December 31,
1994 (Exhibit A).

Statements of Income for the fiscal years ended December
31, 1995, 1994 and 1993 (Exhibit B).

Statement of Partners' Capital for the fiscal year ended
December 31, 1995 (Exhibit C-1).

Statement of Partners' Capital for the fiscal year ended
December 31, 1994 (Exhibit C-2).

Statement of Partners' Capital for the fiscal year ended
December 31, 1993 (Exhibit C-3).

Statements of Cash Flows for the fiscal years ended
December 31, 1995, 1994 and 1993 (Exhibit D).

Notes to Financial Statements for the fiscal years ended
December 31, 1995, 1994 and 1993.

(2) Financial Statement Schedules:

List of Omitted Schedules.

Real Estate and Accumulated Depreciation - December 31,
1995 (Schedule III).

(3) Exhibits: See Exhibit Index.

(b) No Form 8-K was filed by Registrant for the final
quarter of 1995.

-16-<PAGE>
<PAGE>
[LETTERHEAD OF
JACOBS EVALL & BLUMENFELD LLP
CERTIFIED PUBLIC ACCOUNTANTS]

March 18, 1996

Empire State Building Associates
New York, N. Y.

We consent to the use of our independent accountants' report dated February 27,
1996 covering our audits of the accompanying financial statements of Empire
State Building Associates in connection with and as part of your December 31,
1995 annual report (Form 10-K) to the Securities and Exchange Commission.

Jacobs Evall & Blumenfeld LLP

Certified Public Accountants

-17-<PAGE>
<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

To the participants in Empire State Building Associates
(a Partnership)
New York, N. Y.

We have audited the accompanying balance sheets of Empire State Building
Associates ("Associates") as of December 31, 1995 and 1994, and the related
statements of income, partners' capital and cash flows for each of the three
years in the period ended December 31, 1995, and the supporting financial
statement schedule as contained in Item 14(a)(2) of this Form 10-K. These
financial statements and schedule are the responsibility of Associates'
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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
management, 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 financial statements referred to above present fairly, in
all material respects, the financial position of Empire State Building
Associates as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1995 in conformity with generally accepted accounting principles, and the
related financial statement schedule, when considered in relation to the basic
financial statements, presents fairly, in all material respects, the information
set forth therein.

As discussed in Note 9 to the financial statements, Associates has been included
as a defendant in actions with other related parties, including the Agents for
Associates and Empire State Building Company, the sublessee.

Jacobs Evall & Blumenfeld LLP

Certified Public Accountants
New York, N. Y.
February 27, 1996
-18-<PAGE>
<PAGE>

EXHIBIT A

EMPIRE STATE BUILDING ASSOCIATES

BALANCE SHEETS

A S S E T S

<TABLE>
<CAPTION>
December 31,

1995 1994
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
The Chase Manhattan Bank............................... $ 2,936 $ 2,603
Distribution account held by
Wien, Malkin & Bettex (Note 11)....................... 324,111 324,111
Fidelity U.S. Treasury Income Portfolio (Note 11)...... 32,458 3,326,902

359,505 3,653,616

Prepaid rent............................................. 23,831 23,831
Overage rent due from Empire State Building Company,
a related party (Note 3)................................ 0 97,887

TOTAL CURRENT ASSETS............................... 383,336 3,775,334

Real Estate (Note 2):
Leasehold on Empire State Building,
350 Fifth Avenue, New York, N. Y........................ 39,000,000 39,000,000
Less: Accumulated amortization........................ 35,456,020 35,247,551

3,543,980 3,752,449

TOTAL ASSETS....................................... $ 3,927,316 $ 7,527,783

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Accrued supervisory services to a related party (Note 5). $ - $ 8,253

Contingencies (Note 9).....................................

Partners' Capital (Exhibit C).............................. 3,927,316 7,519,530

TOTAL LIABILITIES AND PARTNERS' CAPITAL............ $ 3,927,316 $ 7,527,783

</TABLE>

See accompanying notes to financial statements.
-19-<PAGE>
<PAGE>
EXHIBIT B

EMPIRE STATE BUILDING ASSOCIATES

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Year ended December 31,

1995 1994 1993
<S> <C> <C> <C>
Revenues:

Rent income, from a related party
(Notes 3 and 10)............................. $6,018,750 $9,616,637 $13,731,568

Dividend income............................... 35,556 39,667 60,657

6,054,306 9,656,304 13,792,225

Expenses:

Leasehold rent (Note 4)....................... 1,970,000 1,970,000 1,970,000

Supervisory services, to a related
party (Note 5)............................... 159,417 377,670 625,826

Miscellaneous expense......................... - 160 -

Amortization of leasehold (Note 2)............ 208,469 208,469 208,469

2,337,886 2,556,299 2,804,295

NET INCOME, CARRIED TO PARTNERS'
CAPITAL, (NOTE 8).................. $3,716,420 $7,100,005 $10,987,930

Earnings per $10,000 participation unit, based
on 3,300 participation units outstanding
during each year............................... $ 1,126 $ 2,152 $ 3,330

</TABLE>

See accompanying notes to financial statements.
-20-<PAGE>
<PAGE>
EXHIBIT C-1

EMPIRE STATE BUILDING ASSOCIATES

STATEMENT OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1995

Capital Capital
January 1, Share of December 31,
1995 net income Distributions 1995

<S> <C> <C> <C> <C>
Donald A. Bettex Group.... $2,506,510 $1,238,806 $2,436,211 $1,309,105

C. Michael Spero Group
(formerly Alvin
Silverman Group)........ 2,506,510 1,238,807 2,436,211 1,309,106

Peter L. Malkin Group..... 2,506,510 1,238,807 2,436,212 1,309,105

$7,519,530 $3,716,420 $7,308,634 $3,927,316

</TABLE>

See accompanying notes to financial statements.
-21-<PAGE>
<PAGE>
EXHIBIT C-2

EMPIRE STATE BUILDING ASSOCIATES

STATEMENT OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
Capital Capital
January 1, Share of December 31,
1994 net income Distributions 1994
<S> <C> <C> <C> <C>
Donald A. Bettex Group..... $ 3,871,975 $2,366,668 $ 3,732,133 $2,506,510

Alvin Silverman Group...... 3,871,974 2,366,669 3,732,133 2,506,510

Peter L. Malkin Group...... 3,871,975 2,366,668 3,732,133 2,506,510

$11,615,924 $7,100,005 $11,196,399 $7,519,530

</TABLE>

See accompanying notes to financial statements.
-22-<PAGE>
<PAGE>
EXHIBIT C-3
EMPIRE STATE BUILDING ASSOCIATES

STATEMENT OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTON>

Capital Capital
January 1, Share of December 31,
1993 net income Distributions 1993

<S> <C> <C> <C> <C>
Donald A. Bettex Group..... $ 5,617,160 $ 3,662,644 $ 5,407,829 $ 3,871,975

Alvin Silverman Group...... 5,617,160 3,662,643 5,407,829 3,871,974

Peter L. Malkin Group...... 5,617,160 3,662,643 5,407,828 3,871,975

$16,851,480 $10,987,930 $16,223,486 $11,615,924

</TABLE>

See accompanying notes to financial statements.
-23-<PAGE>
<PAGE>
EXHIBIT D

EMPIRE STATE BUILDING ASSOCIATES

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Year ended December 31,

1995 1994 1993

<S> <C> <C> <C>
Cash flows from operating activities:
Net income.................................... $3,716,420 $ 7,100,005 $10,987,930
Adjustments to reconcile net income to
cash provided by operating activities:
Amortization of leasehold.................. 208,469 208,469 208,469
Changes in operating assets
and liabilities:
Overage rent due from Empire State
Building Company, a related party
(Notes 3 and 10)....................... 97,887 (85,069) (9,461)
Accrued supervisory services
to a related party (Note 5)............ (8,253) 3,844 (2,877)

Net cash provided by
operating activities................. 4,014,523 7,227,249 11,184,061

Cash flows from financing activities:
Cash distributions............................ (7,308,634) (11,196,399) (16,223,486)

Net cash used in financing
activities............................ (7,308,634) (11,196,399) (16,223,486)

Net decrease in cash and
cash equivalents...................... (3,294,111) (3,969,150) (5,039,425)

Cash and cash equivalents, beginning of year.... 3,653,616 7,622,766 12,662,191

CASH AND CASH EQUIVALENTS, END OF YEAR. $ 359,505 $ 3,653,616 $ 7,622,766

</TABLE>

See accompanying notes to financial statements.
-24-<PAGE>
<PAGE>
EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

1. Business Activity

Empire State Building Associates ("Associates") is a general partnership
which holds the tenant's position in the master leasehold of the Empire
State Building, located at 350 Fifth Avenue, New York City. Associates
subleases the property to Empire State Building Company ("Company").

2. Summary of Significant Accounting Policies

a. Cash and Cash Equivalents:

Cash and cash equivalents include investments in money market funds
and all highly liquid debt instruments purchased with a maturity of
three months or less.

b. Real Estate and Amortization of Leasehold:

Real estate, consisting of a leasehold, is stated at cost. In 1988,
Associates determined that it would exercise its first renewal option
under the lease, and did so in January 1989. Amortization of the
leasehold is being computed by the straight-line method over the
estimated useful life of 25 years, from January 1, 1988 to January 5,
2013 (see Note 4).

c. Use of Estimates:

In preparing financial statements in conformity with generally
accepted accounting principles, management often makes estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.

3. Related Party Transactions - Rent Income

Rent income for the years ended December 31, 1995, 1994 and 1993,
totalling $6,018,750, $9,616,637 and $13,731,568, respectively, consists
of the minimum annual rent plus overage rent under an operating sublease
dated December 27, 1961, as modified February 15, 1965, with Company (the
"sublessee"), as follows:

Year ended December 31,

1995 1994 1993

Minimum net basic rent...... $6,018,750 $6,018,750 $ 6,018,750
Overage rent earned......... - 3,597,887 7,712,818

$6,018,750 $9,616,637 $13,731,568
-25-<PAGE>
<PAGE>
EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS
(Continued)

3. Related Party Transactions - Rent Income (continued)

The sublease provides for the same initial term and renewal options as
the leasehold (see Note 4), less one day. The initial term of the
sublease expired on January 4, 1992 and the annual minimum net basic rent
during such term was $6,780,560. In January 1989, the sublessee
exercised its option to renew the sublease for the first renewal period
from January 4, 1992 to January 4, 2013. The annual minimum net basic
rent during the first renewal term was reduced to $6,018,750, and is to
be further reduced to $5,895,625 during each of the remaining three
renewal terms.

Overage rent earned is equal to fifty percent of the sublessee's annual
net income (as defined in the sublease) in excess of $1,000,000.

A partner in Associates is also a partner in the sublessee.

4. Leasehold Rent

Leasehold rent represents the net basic rent of $3,470,560 per annum
under an operating lease dated December 27, 1961, as modified February
15, 1965, with The Prudential Insurance Company of America
("Prudential"), over the initial term of the lease, 30 years and 9 days,
from December 27, 1961 to January 5, 1992.

In January 1989, Associates exercised its option to renew the lease for
the first renewal period from January 5, 1992 to January 5, 2013. The
lease contains options for Associates to renew the leasehold for an
additional 3 successive periods of 21 years each. The basic rent was
reduced to $1,970,000 per annum during the first renewal term, and is to
be further reduced to $1,723,750 per annum during each of the remaining
three renewal terms.

On November 27, 1991, Prudential sold the property to E.G. Holding Co.,
Inc. which, through merger and conveyance, reportedly transferred its
interest as lessor to Trump Empire State Partners ("Trump") (see Note 9).
Associates' rights under the master leasehold remain unchanged.

5. Related Party Transactions - Supervisory Services

Supervisory services (including disbursements and cost of regular
accounting services) during the years ended December 31, 1995, 1994 and
1993, totalling $159,417, $377,670 and $625,826, respectively, represent
fees paid to the firm of Wien, Malkin & Bettex. Some partners in that
firm are also partners in Associates.

Fees for supervisory services are paid pursuant to an agreement, which
amount is based on a rate of return of investment achieved by the
participants in Associates each year.
-26-<PAGE>
<PAGE>
EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS
(Continued)

6. Number of Participants

There were approximately 2,620 participants in the participating groups
at December 31, 1995, 1994 and 1993.

7. Determination of Distributions to Participants

Distributions to participants in 1995, 1994 and 1993 of $7,308,634,
$11,196,399 and $16,223,486, respectively, represented the following:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Minimum annual rent.. $ 6,018,750 $ 6,018,750 $ 6,018,750
Overage rent,
earned in
previous year,
distributed in
current year........ 3,597,887 7,712,818 13,003,357
Dividend income
earned in previous
year, distributed
in current year..... 39,667 60,657 118,082

9,656,304 13,792,225 19,140,189

Less:

Leasehold rent
expense............ $1,970,000 $1,970,000 $1,970,000
Supervisory
services paid...... 377,670 625,826 946,703

2,347,670 2,595,826 2,916,703
Distributions
to participants.... $ 7,308,634 $11,196,399 $16,223,486

</TABLE>

-27-<PAGE>
<PAGE>
EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS
(Continued)

8. Distributions and Amount of Income per $10,000 Participation Unit

Distributions per $10,000 participation unit during the years 1995, 1994
and 1993 based on 3,300 participation units outstanding during each
year, consisted of the following:

Year ended December 31,

1995 1994 1993

Income........................ $1,126 $2,152 $3,330

Return of capital............. 1,089 1,241 1,586

TOTAL DISTRIBUTIONS......... $2,215 $3,393 $4,916

Net income is computed without regard to income tax expense since
Associates does not itself pay a tax on its income; instead, any such
taxes are paid by the participants in their individual capacities.

9. Litigation

a. On October 21, 1991, the holder of a $20,000 original participation
in Associates brought suit in New York Supreme Court, New York County
against the Agents for Associates (Peter L. Malkin, Donald A. Bettex and
Alvin Silverman); Company; Harry B. Helmsley ("Helmsley"), a partner in
Company; and Wien, Malkin & Bettex, counsel to Associates. Associates 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
Agents' solicitation of consents and authorizations of the participants
in Associates in September 1991 and in relation to other unrelated acts
of the Agents and the 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 Associates, and accordingly, Associates' counsel
is of the opinion that no loss or other unfavorable outcome of the action
against Associates is anticipated. The action has been dismissed against
Company and Helmsley.

b. In December 1994, Associates received a notice of default from Trump.
The Trump default notice to Associates claims that Associates is in
violation of its master lease because of extensive work which the
sublessee, Company, 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.
-28-<PAGE>
<PAGE>
EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS
(Continued)

9. Litigation (continued)

On February 14, 1995, Associates and Company 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. Associates' and Company's suit also seeks an injunction
to prevent Trump from implementing the notice of default.

On February 15, 1995, Trump filed an action against Associates, Company,
Wien, Malkin & Bettex, Helmsley, Helmsley-Spear, Inc. (the management
company of the Empire State Building), and the Agents for Associates in
New York State Supreme Court, alleging that the notice of default is
valid and seeking damages and related relief based thereon. The
defendants intend to defend against Trump's action and seek its
dismissal. Counsel believes that Associates and Company should prevail
in their actions against Trump, and that Trump's action should be
dismissed.

On March 24, 1995, the New York State Supreme Court granted Associates a
preliminary injunction against Trump. The injunction prohibits Trump
from acting on its notice of default to Associates, at any time, pending
the prosecution of claims by Associates and Company for a final judgement
granting a permanent injunction and other relief against the Trump
defendants.

In May, 1995, Associates and Company filed a separate legal action
against Trump and various affiliated persons for breach of the master
lease and sublease, and disparagement of the property in violation of
Associates' and Company's leasehold rights. This action seeks money
damages and related relief.

10. Contingent Liability of Sublessee

The State of New York has asserted a utility tax deficiency of
$1,528,816, plus accrued interest, against the sublessee through December
31, 1992 in connection with electricity, water and steam charges to
tenants. The Supreme Court, New York County granted summary judgement 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 sublessee is seeking permission to appeal the
Appellate Division decision before the Court of Appeals and the final
outcome of the appeal cannot presently be determined. The City of New
York has also asserted a utility tax deficiency of $277,125, plus accrued
interest, against the sublessee through December 31, 1994 in connection
with electricity, water and steam charges to tenants. An appeal before
the New York City taxing authority is pending and the final outcome of
the appeal cannot presently be determined.
-29-<PAGE>
<PAGE> EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS
(Continued)

10. Contingent Liability of Sublessee (continued)

If it is finally determined that the State's and City's positions are
correct, the sublessee would also be liable for additional utility taxes
for quarterly periods ending 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 the sublessee might be ultimately
liable would reduce the sublessee's net income in the year it becomes
determinable, and may therefore impact additional rent payable to
Associates.

11. Concentration of Credit Risk

Associates maintains cash balances in a bank, money market fund (Fidelity
U.S. Treasury Income Portfolio), and a distribution account held by Wien,
Malkin & Bettex. The bank balance is insured by the Federal Deposit
Insurance Corporation up to $100,000, and at December 31, 1995 was
completely insured. The cash in the money market fund and the
distribution account held by Wien, Malkin & Bettex is not insured. The
funds held in the distribution account were paid to the participants on
January 1, 1996.

-30-<PAGE>
<PAGE> EMPIRE STATE BUILDING ASSOCIATES

OMITTED SCHEDULES

The following schedules have been omitted as not applicable in the present
instance:

SCHEDULE I - Condensed financial information of registrant.

SCHEDULE II - Valuation and qualifying accounts.

SCHEDULE IV - Mortgage loans on real estate.

-31-<PAGE>
<PAGE>
SCHEDULE III
EMPIRE STATE BUILDING ASSOCIATES

Real Estate and Accumulated Depreciation
December 31, 1995

<TABLE>
<S> <C> <S>
Column

A Description Leasehold on Empire State Building
located at 350 Fifth Avenue,
New York, New York.

B Encumbrances................................................ None

C Initial cost to company
Leasehold................................................. $39,000,000

D Cost capitalized subsequent to acquisition.................. None

E Gross amount at which carried at
close of period
Leasehold................................................ $39,000,000(a)

F Accumulated amortization.................................... $35,456,020(b)

G Date of construction 1931

H Date acquired December 27, 1961

I Life on which leasehold amortization in
latest income statements is computed 25 years from January 1, 1988 (see
Note 2 of Notes to Financial
Statements).

</TABLE>
(a) There have been no changes in the carrying values of real estate
for the years ended December 31, 1995, December 31, 1994 and
December 31, 1993. The costs for federal income tax purposes are
the same as for financial statement purposes.

(b) Accumulated amortization
Balance at January 1, 1993 $34,830,613
Amortization:
F/Y/E 12/31/93 $208,469
12/31/94 208,469
12/31/95 208,469 625,407

Balance at December 31, 1995 $35,456,020

-32-<PAGE>
<PAGE>

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, 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
March 29, 1996 (the "Power").

EMPIRE STATE BUILDING REGISTRANT
(Registrant)

By /s/Stanley Katzman
Stanley Katzman, Attorney-in-Fact*

Date: March 29, 1996

Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
person 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: March 29, 1996

______________________
* Mr. Katzman supervises accounting functions for Registrant.

-33-<PAGE>
<PAGE>

EXHIBIT INDEX

Number Document Page*

3(a) Registrant's Partnership Agreement dated July
11, 1961, filed as Exhibit No. 1 to
Registrant's Registration Statement on Form
S-1 as amended (the "Registration Statement")
by letter dated August 8, 1962 and assigned
File No. 2-18741, is incorporated by reference
as an exhibit hereto.

3(b) Amended Business Certificate of Registrant
filed with the Clerk of New York County on
October 25, 1995 reflecting a change in the
Partners of Registrant.

4 Registrant's form of Participating Agreement,
filed as Exhibit No. 6 to the Registration
Statement by letter dated August 8, 1962 and
assigned File No. 2-18741, is incorporated by
reference as an exhibit hereto.

10(a) Mortgage dated December 21, 1951 from Imperium
Corporation to Prudential Insurance Company of
America ("Prudential"), filed by letter dated
March 31, 1981 (Commission File No. 0-827) as
Exhibit 10(a) to Registrant's Form 10-K for
the fiscal year ended December 31, 1980, is
incorporated by reference as an exhibit
hereto.

10(b) Modification of Indenture of Lease dated
December 27, 1961 between Prudential and
Registrant filed by letter dated March 31,
1981 (Commission File No. 0-827) as Exhibit
10(b) to Registrant's Form 10-K for the fiscal
year ended December 31, 1980, is incorporated
by reference as an exhibit hereto.

______________________
* Page references are based on sequential numbering system.

-34-<PAGE>
<PAGE>

10(c) Sublease dated December 27, 1961 between
Registrant and Sublessee, filed by letter
dated March 31, 1981 (Commission File No.
0-827) as Exhibit 10(d) to Registrant's Form
10-K for the fiscal year ended December 31,
1980, is incorporated by reference as an
exhibit hereto.

10(e) Modification and Extension Agreement, dated
October 26, 1964 between The Bowery Savings
Bank and Celeritas Realty Corp., filed by
letter dated March 31, 1981 (Commission File
No. 0-827) as Exhibit 10(e) to Registrant's
Form 10-K for the fiscal year ended December
31, 1980, is incorporated by reference as an
exhibit hereto.

13 Letter to Participants, dated March 6, 1996
with financial reports for the fiscal year
ended December 31, 1995. The foregoing
material shall not be deemed to be "filed"
with the Commission or otherwise subject to
the liabilities of Section 18 of the
Securities Exchange Act of 1934.

24 Power of Attorney dated March 29, 1996,
between Peter L. Malkin, C. Michael Spero and
Donald A. Bettex, the partners of Registrant
and Richard A. Shapiro and Stanley Katzman.

27 Financial Data Schedule of Registrant for
the fiscal year ended December 31, 1995

-35-<PAGE>
<PAGE>

Exhibit 3(b)

AMENDED BUSINESS CERTIFICATE

The undersigned hereby certify that a certificate of business
under the assumed name

EMPIRE STATE BUILDING ASSOCIATES

for the conduct of business at 60 East 42nd Street, New York, New
York, was filed in the office of the County Clerk New York County,
State of New York, on the 23rd day of August, 1961, under index
number 6543/61; that the last amended certificate was filed on the
17th day of January 1989, in the office of said County Clerk under
index number 6543/61.

It is hereby further certified that this amended certificate
is made for the purposes of more accurately setting forth the
facts recited in the original certificate or the last amended
certificate and to set forth the following changes in such facts.

ALVIN SILVERMAN, residing at 110 Redwood Drive, Roslyn, New York
11576, has been succeeded as a partner by C. MICHAEL SPERO,
residing at 1165 Park Avenue, New York, New York 10128.

The members of EMPIRE STATE BUILDING ASSOCIATES now consist of:
Donald A. Bettex, Peter L. Malkin and C. Michael Spero.

IN WITNESS WHEREOF, the undersigned have as of the 2nd day of
July, 1995 made and signed this certificate.

/s/ Alvin Silverman /s/ Donald A. Bettex
ALVIN SILVERMAN DONALD A. BETTEX

/s/ C. Michael Spero
C. MICHAEL SPERO

State of New York, County of New York ss.:

On this 2nd day of July, 1995, before me personally appeared
ALVIN SILVERMAN, C. MICHAEL SPERO and DONALD A. BETTEX, to me
known and known to me to be the individuals described in and who
executed the foregoing certificate, and they thereupon duly
acknowledged to me that they executed the same.

/s/ Estelle Beeber
Notary Public
State of New York
No. 5241708
Qualified in New York County
Commission Expires 9/30/96<PAGE>
<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On the __ day of March, 1996 before me personally came

PETER L. MALKIN, DONALD A BETTEX and C. MICHAEL SPERO, to me known

to be the individuals described in and who executed the foregoing

instrument, and acknowledged that they executed the same.

/s/___________________________
NOTARY PUBLIC

<PAGE>

[LETTERHEAD OF
WIEN MALKIN & BETTEX
COUNSELLORS AT LAW]

March 6, 1996

TO PARTICIPANTS IN EMPIRE STATE BUILDING ASSOCIATES
Federal Identification Number 13-6084254

We enclose the annual report of Empire State Building
Associates for the year ended December 31, 1995.

We also enclose the comparative statement of operations
under the sublease for the years 1995 and 1994. The sublessee
paid all basic rent due to Associates for regular monthly distri-
butions to the participants. Regular monthly distributions
totalling $3,889,333 per annum are at the rate of about 11.8% per
annum on the original cash investment of $33,000,000.

The sublease also provides for the payment of additional
rent each year equal to 50% of the profit of the sublessee in
excess of $1,000,000. The sublessee's loss for 1995 was $139,025
so that there was no additional rent payable by the sublessee for
1995 for extra distribution to the participants.

The reduction in gross rent income results from an increase
in vacancies and declining rents on renewals, reflecting the
current market. For the year 1995, professional fees of
$3,383,056 in the Statement of Income of the operating sublessee
include $2,915,674 paid to outside counsel and other independent
professional firms. Of this amount, $1,769,483 was paid to the
law firm of Paul, Weiss, Rifkind, Wharton & Garrison in connec-
tion with the prosecution of various legal matters against
companies through which Donald Trump and foreign investors
allegedly obtained fee title to the Empire State Building in
1994, subject to the master lease of Empire State Building
Associates through January 5, 2076.

Associates also has incurred professional fees in connection
with pending litigation referred to in the footnotes to the
financial statements of Associates which will ultimately be borne
by Empire State Building Company.

The more than $60,000,000 comprehensive improvement program
undertaken in 1990 by Empire State Building Company is proceeding

(over)<PAGE>

on schedule. Company has installed approximately 6,400 new
thermopane windows and new roofs on setbacks and on the 86th
floor Observatory, and completed the waterproofing of the
exterior. Work continues on the restoration of the Building
facade and cornerstones. A new state-of-the-art computerized
elevator control system is operative for the Building's 60
elevators and a new state-of-the-art fire safety system for the
Building is complete and being reviewed by the New York City Fire
Department.

Retrofitting of the Building's domestic water system,
including pumps and control systems, rehabilitation of the
chiller plant and a major program of compliance with the
Americans with Disabilities Act for both the Building and the
Observatory are also complete. The construction of a new
Observatory ticket office, improvements to the Concourse and a
security system upgrade are nearing completion. In progress is
the waterproofing of the mast at the peak of this great landmark.

During the six years from 1990 through 1995, Company has
expended about $49,000,000 in connection with the improvement
program. Company anticipates additional expenditures of approxi-
mately $15,000,000 for years subsequent to 1995 plus the cost of
a program to enhance the public corridors on the upper floors of
the Building which is now being prepared.

Company is paying these costs from cash flow without borrow-
ing, and this reduces the profit available for additional rent to
Associates and for extra distributions to participants. The
building is thus being continuously improved as well as excel-
lently maintained without incurring substantial financing
charges. If current occupancy is maintained, the sublessee
anticipates that operation of the property may permit resumption
of additional rent and extra distribution to participants for
1996.

The Empire State Building has won many awards, including the
prestigious Building Owners and Managers Association (BOMA)
"Building of the Year Award" in 1988, 1989 and 1992. The award
is given in recognition of achieving the highest level of excel-
lence in management, upkeep, operations and historic preserva-
tion. The Building has received this award in three categories:
New York Metropolitan, Mid-Atlantic Regional and the
International Category. The Empire State Building continues to
be one of the world's greatest and best maintained buildings.

During 1994 a New State of the Art Master FM Antenna became
operational. The cost, in excess of $3,000,000, was borne by the
FM Licensees. This antenna has already attracted additional
licensees and will result in a substantial increase in revenue
from existing and new stations.

(continued)<PAGE>

While the reported income of Empire State Building
Associates for the year 1995 was $3,716,420, distributions of
$3,889,333 were made to participants. The difference is treated
as a return of capital investment, rather than as taxable income.
It arises mainly because of amortization of the leasehold.

Taking into account that a portion of prior distributions
constituted a return of capital, the average capital investment
for the year 1995 was $5,723,423. Distributions of $3,889,333
were about 68% on the average capital. The book value on
December 31, 1995 of an original cash investment of $10,000 was
$1,190.

In the consent solicitation letter of September 13, 1991,
the participants were requested voluntarily to approve additional
compensation to Wien, Malkin & Bettex, summarized as follows:
a) 10% of the net proceeds of capital transactions otherwise dis-
tributable to participants after return of the original cash in-
vestment and b) 10% of any reduction in master lease rent, other
than the reductions scheduled to occur in 1992 and 2013. Those
participants authorizing such additional compensation to Wien,
Malkin & Bettex will receive from Wien, Malkin & Bettex on an
annual basis through January 5, 2076, their pro rata share of the
scheduled increase in additional payments to be paid to Wien,
Malkin & Bettex from the reduction in master lease rent effective
in 1992 and 2013. This amounts to $45,017 per annum commencing
in 1992 and $52,405 per annum commencing in 2013. Each such par-
ticipant holding a $10,000 participation will receive each year
$13.64 for 1992 through 2012 and $15.88 from 2013. The first
payment to consenting participants on account of the year 1992
was included in the check distributed on February 28, 1993. The
enclosed Schedule K-1 notes the amount you received on February
28, 1995 which should be reported on your 1995 income tax
returns. The payment for 1995 was mailed to you on March 1, 1996
and will be reportable on your 1996 income tax returns.

The enclosed Schedule K-1 form(s) (Form 1065), containing
1995 tax information, must be reviewed in detail by your accoun-
tant.

If you have any question about the enclosed material, please
communicate with us at our New York office or, if it is more con-
venient, at our branch office in Palm Beach, Florida.

Please retain this letter and the enclosed Schedule K-1
form(s) for the preparation of your income tax returns for the
year 1995.

Cordially yours,

WIEN, MALKIN & BETTEX

By: Stanley Katzman
SK:mg
Encs.
<PAGE>
[LETTERHEAD OF
JACOBS EVALL & BLUMENFELD LLP
CERTIFIED PUBLIC ACCOUNTANTS]

INDEPENDENT ACCOUNTANTS' REPORT

To the participants in Empire State Building Associates
(a Partnership):

We have audited the accompanying balance sheet of Empire State
Building Associates ("Associates") as of December 31, 1995, and the
related statements of income, partners' capital and cash flows for the
year then ended. These financial statements are the responsibility of
Associates' management. Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. 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 management, as well
as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 7 to the financial statements, Associates has
been included as a defendant in actions with other related parties,
including the Agents for Associates and Empire State Building Company,
as sublessee.

Jacobs Evall & Blumenfeld LLP

February 27, 1996<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

FINANCIAL STATEMENTS

AND

INDEPENDENT ACCOUNTANTS' REPORT

YEAR ENDED DECEMBER 31, 1995

<PAGE>
EMPIRE STATE BUILDING ASSOCIATES

BALANCE SHEET

DECEMBER 31, 1995

Assets
Cash and cash equivalents:
The Chase Manhattan Bank $ 2,936
Distribution account held
by Wien, Malkin & Bettex 324,111
Fidelity U.S. Treasury
Income Portfolio 32,458

359,505

Prepaid rent 23,831

Leasehold on Empire State Building,
350 Fifth Avenue, New York, N.Y. $39,000,000
Less: Accumulated amortization
of leasehold 35,456,020 3,543,980

Total assets $3,927,316

Liabilities and partners' capital
Liabilities $ 0

Contingency

Partners' capital 3,927,316

Total liabilities and partners' capital $3,927,316

See accompanying notes to financial statements.
<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 1995

Income:

Basic rent $6,018,750
Dividend income 35,556

Total income 6,054,306

Expenses:

Leasehold rent 1,970,000
Supervisory services 159,417

Total expenses 2,129,417

Income before amortization of leasehold 3,924,889

Amortization of leasehold 208,469

Net income $3,716,420

See accompanying notes to financial statements.
<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

STATEMENT OF PARTNERS' CAPITAL

YEAR ENDED DECEMBER 31, 1995

Partners' capital, January 1, 1995 $ 7,519,530

Add, Net income for the year ended
December 31, 1995 3,716,420

11,235,950

Less, Distributions:

Monthly distributions,
January 1, 1995 through
December 31, 1995 $ 3,889,333

Additional distribution
on February 28, 1995 3,419,301
7,308,634

Partners' capital, December 31, 1995 $ 3,927,316

See accompanying notes to financial statements.
<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1995

Cash flows from operating activities

Net income $ 3,716,420

Adjustments to reconcile net income to
cash provided by operating activities:

Amortization of leasehold 208,469
Changes in operating assets and liabilities:
Additional rent due from
Empire State Building Company 97,887
Accrued supervisory services (8,253)

Net cash provided by operating activities 4,014,523

Cash flows from financing activities

Monthly distributions to participants (3,889,333)
Additional distribution to participants
on February 28, 1995 (3,419,301)

Net cash used in financing activities (7,308,634)

Net decrease in cash and cash equivalents (3,294,111)

Cash and cash equivalents, beginning of year 3,653,616

Cash and cash equivalents, end of year $ 359,505

See accompanying notes to financial statements.
<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. Business Activity

Empire State Building Associates ("Associates") is a general
partnership which owns the master leasehold on the Empire State
Building, located at 350 Fifth Avenue, New York City. Associates
subleases the property to Empire State Building Company ("Company").

2. Summary of Significant Accounting Policies

Cash and cash equivalents

Cash and cash equivalents include investments in money market
funds and all highly liquid debt instruments purchased with a
maturity of three months or less.

Leasehold and amortization

The leasehold is stated at cost. In 1988 Associates determined
that it would exercise its first renewal option under the lease,
and did so in January 1989. Amortization of the leasehold is
being computed by the straight-line method over the revised
estimated useful life of 25 years, from January 1, 1988 to January
5, 2013 (see Note 4).

Use of estimates

In preparing financial statements in conformity with generally
accepted accounting principles, management often makes estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

3. Rent Income and Related Party Transactions

The sublease provides for the same first renewal term and additional
renewal options as the leasehold (see Note 4), less one day. In
accordance with the terms of the operating sublease, annual minimum
net basic rent is $6,018,750 during the first renewal term, and
$5,895,625 during each of the remaining three renewal terms.
<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

3. Rent Income and Related Party Transactions (continued)

Additional rent under the sublease is payable in an amount equal to
50% of the sublessee's annual net income, as defined, in excess of
$1,000,000. There was no additional rent earned for the year 1995.

A partner in Associates is also a partner in the sublessee.

4. Leasehold Rent

Pursuant to an operating lease dated December 27, 1961, as modified
February 15, 1965, with the Prudential Insurance Company of America
("Prudential"), leasehold rent represents the net basic rent of
$1,970,000 per annum for the first renewal term from January 5, 1992
to January 5, 2013.

The lease contains options for Associates to renew the leasehold for
three additional terms of twenty-one years each. The basic rent is
to be reduced to $1,723,750 per annum for each of the remaining
three renewal terms.

On November 27, 1991, Prudential sold the property to E. G. Holding
Co., Inc. which, through merger and conveyance, reportedly
transferred its interest as lessor to Trump Empire State Partners
("Trump") (see Note 7). Associates' rights under the master
leasehold remain unchanged.

5. Supervisory Services and Related Party Transactions

Payments for supervisory services, including disbursements and cost
of accounting services, are made to the firm of Wien, Malkin &
Bettex. Some partners in that firm are also partners in Associates.

<PAGE>
EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

6. Income Taxes

Net income is computed without regard to income tax expense since
Associates does not pay a tax on its income; instead, any such taxes
are paid by the participants in their individual capacities.

7. Litigation

a. On October 21, 1991, the holder of a $20,000 original
participation in Associates brought suit in New York Supreme
Court, New York County against the Agents for Associates (Peter
L. Malkin, Donald A. Bettex and Alvin Silverman); Company; Harry
B. Helmsley ("Helmsley"), a partner in Company; and Wien, Malkin
& Bettex, counsel to Associates. Associates 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 Agents' solicitation of consents and authorizations of
the participants in Associates in September 1991 and in relation
to other unrelated acts of the Agents and the 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 Associates, and accordingly, Associates'
counsel is of the opinion that no loss or other unfavorable
outcome of the action against Associates is anticipated. The
action has been dismissed against Company and Helmsley.

b. In December 1994, Associates received a notice of default from
Trump. The Trump default notice to Associates claims that
Associates is in violation of its master lease because of
extensive work which the sublessee, Company, 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, Associates and Company 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.
Associates' and Company's suit also seeks an injunction to prevent
Trump from implementing the notice of default.
<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

7. Litigation (continued)

On February 15, 1995, Trump filed an action against Associates,
Company, Wien, Malkin & Bettex, Helmsley, Helmsley-Spear, Inc.
(the management company of the Empire State Building), and the
Agents for Associates in New York State Supreme Court, alleging
that the notice of default is valid and seeking damages and
related relief based thereon. The defendants intend to defend
against Trump's action and seek its dismissal. Counsel believes
that Associates and Company should prevail in their actions
against Trump, and that Trump's action should be dismissed.

On March 24, 1995, the New York State Supreme Court granted
Associates a preliminary injunction against Trump. The injunction
prohibits Trump from acting on its notice of default to
Associates, at any time, pending the prosecution of claims by
Associates and Company for a final judgement granting a permanent
injunction and other relief against the Trump defendants.

In May, 1995, Associates and Company filed a separate legal action
against Trump and various affiliated persons for breach of the
master lease and sublease, and disparagement of the property in
violation of Associates' and Company's leasehold rights. This
action seeks money damages and related relief.

8. Contingent Liability of Sublessee

The State of New York has asserted a utility tax deficiency of
$1,528,816, plus accrued interest, against the sublessee through
December 31, 1992 in connection with electricity, water and steam
charges to tenants. The Supreme Court, New York County granted
summary judgement 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 sublessee
is seeking permission to appeal the Appellate Division decision
before the Court of Appeals and the final outcome of the appeal
cannot presently be determined. The City of New York has also
asserted a utility tax deficiency of $277,125, plus accrued
interest, against the sublessee through December 31, 1994 in
connection with electricity, water and steam charges to tenants. An
appeal before the New York City taxing authority is pending and the
final outcome of the appeal cannot presently be determined.
<PAGE>

EMPIRE STATE BUILDING ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

8. Contingent Liability of Sublessee (continued)

If it is finally determined that the State's and City's positions
are correct, the sublessee would also be liable for additional
utility taxes for quarterly periods ending 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 the
sublessee might be ultimately liable would reduce the sublessee's
net income in the year it becomes determinable, and may therefore
impact additional rent payable to Associates.

9. Concentration of Credit Risk

Associates maintains cash balances in a bank, money market fund
(Fidelity U.S. Treasury Income Portfolio), and a distribution
account held by Wien, Malkin & Bettex. The bank balance is insured
by the Federal Deposit Insurance Corporation up to $100,000, and at
December 31, 1995 was completely insured. The cash in the money
market fund and the distribution account held by Wien, Malkin &
Bettex is not insured. The funds held in the distribution account
were paid to the participants on January 1, 1996.

<PAGE>
[LETTERHEAD OF
MCGRATH, DOYLE & PHAIR
CERTIFIED PUBLIC ACCOUNTANTS]

Empire State Building Company
60 East 42nd Street
New York, NY 10165

We have audited the accompanying Comparative Combined Statement
of Income of Empire State Building and Observatory for the years ended
December 31, 1995 and 1994 for the purpose of determining "Net
Operating Profit" and "Overage Rent" as those terms are defined in
Section 2.05 of Agreement of Sublease dated December 27, 1961. During
the years ended December 31, 1995 and 1994, the entire building, with
the exception of the Observatory, was operated by Empire State
Building Company and the Observatory was operated by Empire State
Building, Inc. The Combined Statement of Income is the responsibility
of the management of Empire State Building Company and Empire State
Building, Inc. Our responsibility is to express an opinion on the
Combined Statement of Income based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the Combined
Statement of Income is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the statement. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
Combined Statement of Income. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the accompanying Comparative Combined Statement
of Income of Empire State Building and Observatory presents fairly, in
all material respects, the Net Operating Profit and Overage Rent for
the years ended December 31, 1995 and 1994, in conformity with Section
2.05 of the aforementioned Agreement dated December 27, 1961.

As discussed in Note 3 to the Combined Statement of Income, the
Empire State Building Company and other related parties have been
named as defendants in legal actions. All defendants have denied all
material allegations. It is not possible at this time to predict the
outcome or range of potential loss, if any, which might result from
those actions. No provision for any loss has been made in the
accompanying Combined Statement of Income.

MCGRATH, DOYLE & PHAIR

New York, NY
February 25, 1996

<PAGE>

EMPIRE STATE BUILDING AND OBSERVATORY

COMPARATIVE COMBINED STATEMENT OF INCOME

YEARS ENDED

DECEMBER 31, 1995

AND

DECEMBER 31, 1994

Dated:
New York, NY
February 25, 1996

<PAGE>
Empire State Building and Observatory
COMPARATIVE COMBINED STATEMENT OF INCOME

Increase
December 31, or
1995 1994 (Decrease)
INCOME
Rent, including electricity $58,230,108 $65,853,217 $ (7,623,109)
Observatory admissions 11,393,152 9,198,738 2,194,414
Other observatory income 1,154,396 1,029,306 125,090
Antenna rent 5,058,865 4,816,368 242,497
Lease cancellation 80,678 589,527 (508,849)
Percentage rent 406,201 320,867 85,334
Chilled water 1,458 18,951 (17,493)
Other 683,840 917,394 (233,554)
Total income 77,008,698 82,744,368 (5,735,670)

OPERATING EXPENSES
Rent 6,018,750 6,018,750 -
Real estate taxes 21,736,494 21,675,911 60,583
Wages and contract cleaning 9,502,332 8,898,800 603,532
Electricity 4,757,344 5,314,538 (557,194)
Tenants' and building
alterations, repairs and
supplies 18,653,393 20,659,822 (2,006,429)
Management fees and leasing
commissions (Note 1) 1,828,691 1,729,761 98,930
Observatory:
Wages 1,406,899 1,139,128 267,771
Advertising and public
relations 202,141 211,221 (9,080)
Payroll taxes and other
labor costs 421,111 281,191 139,920
Other taxes and expenses 322,246 263,873 58,373
Steam 1,355,863 932,583 423,280
Professional fees (Note 2) 3,383,056 1,317,306 2,065,750
Payroll taxes and other
labor costs 3,051,412 2,681,510 369,902
Insurance 811,673 704,020 107,653
Water 135,043 78,603 56,440
Rubbish removal 529,142 537,679 (8,537)
Advertising 325,833 312,944 12,889
Protection service 1,697,078 1,125,625 571,453
Telephone 67,709 74,625 (6,916)
Fire alarm service 87,782 64,716 23,066
Directory service 10,043 14,177 (4,134)
Utility and vault taxes 159,663 156,591 3,072
Paging and other
intercommunication 72,392 25,324 47,068
Dues 30,464 31,208 (744)
Licenses and permits 162,679 11,068 151,611
Other expenses 418,490 287,620 130,870
Total expenses before
overage rent 77,147,723 74,548,594 2,599,129

NET OPERATING PROFIT (LOSS) $ (139,025)$ 8,195,774 $(8,334,799)

OVERAGE RENT, 50% OF NET
OPERATING PROFIT IN EXCESS
OF $1,000,000 $ - $ 3,597,887 $(3,597,887)

(See notes to combined statement of income.) <PAGE>

Empire State Building and Observatory
NOTES TO COMBINED STATEMENT OF INCOME

NOTE

1. Management fees and leasing commissions for the years 1995 and
1994 were paid to companies in which a partner in Empire State
Building Company ("Company") has a controlling interest.

2. Professional fees include payments to Wien, Malkin & Bettex.
A partner in Wien, Malkin & Bettex is a partner in Company.

3. Litigation

(a) On October 21, 1991, the holder of a $20,000 original
participation in Empire State Building Associates
("Associates"), the master lessee of the Empire State
Building, brought suit in New York Supreme Court, New York
County, against the Agents for Associates (Peter L. Malkin,
Donald A. Bettex and Alvin Silverman); Company; Harry B.
Helmsley, a partner in Company; and Wien, Malkin & Bettex,
counsel to Associates. The suit claims that the defendants
have engaged in breaches of fiduciary duty and acts of self-
dealing in relation to the Agents' solicitation of consents
and authorizations of the Participants in Associates in
September, 1991, and in relation to other unrelated acts of
the Agents and Company. The suit is styled as a class
action, but the Court has not been asked to grant class
certification. 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 action has been
dismissed against Company and Harry B. Helmsley.

It is not possible at this time to predict the outcome or
range of potential loss, if any, which results from this
action. No provision for any liability that may result upon
adjudication has been made in the accompanying financial
statements.

(b) In December 1994, Associates received a notice of default
from Trump Empire State Partners (Trump). The Trump default
notice to Associates claims that Associates is in violation
of its master lease because of extensive work Company has
undertaken as part of its improvement program that started
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, Associates and Company filed an action
in the New York State Supreme Court against Trump for a
declaratory judgement 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. Associates' and Company's suit also
seeks an injunction to prevent Trump from implementing the
notice of default.

<PAGE>
Empire State Building and Observatory
NOTES TO COMBINED STATEMENT OF INCOME

NOTE

3. Litigation (Continued)

(b) (Continued)

On February 15, 1995, Trump filed an action against
Associates, Company, Wien, Malkin & Bettex, Harry B.
Helmsley, Helmsley-Spear, Inc., and the Agents for
Associates in New York State Supreme Court, alleging that
the notice of default is valid and seeking damages and
related relief based thereon. The defendants intend to
defend against Trump's action and seek its dismissal.
Management believes that Associates and Company should
prevail in their action against Trump and Trump's action
should be dismissed.

On March 24, 1995, the New York State Supreme Court granted
Associates a preliminary injunction against Trump. The
injunction prohibits Trump from acting on its notice of
default to Associates, at any time, pending the prosecution
of claims by Associates and Company for a final judgement
granting a permanent injunction and other relief against the
Trump defendants.

In May, 1995, Associates and Company filed a separate legal
action against Trump and various affiliated persons for
breach of the master lease and sublease, and disparagement
of the property in violation of Associates' and Company's
leasehold rights. This action seeks money damages and
related relief.

(c) A mechanic's lien was filed against the building premises by
MEB Electric, Inc., in connection with a claimed
indebtedness arising out of the installation of the new fire
alarm system.

Upon stipulation by MEB's attorneys, the amount of the
mechanic's lien discharge bond was fixed in the amount of
$1,101,335. As a condition to obtaining a mechanic's lien
discharge bond from a surety company, an escrow account in
the amount of $1,101,335 was established with Fidelity U.S.
Treasury Income Portfolio. The mechanic's lien discharge
bond was approved by the Court.

The MEB Electric mechanic's lien has now expired by opera-
tion of law. The mechanic's lien bond has been cancelled,
and the surety company which issued the bond authorized the
release of the escrow funds which was done on February 5,
1996.

<PAGE>
Empire State Building and Observatory
NOTES TO COMBINED STATEMENT OF INCOME

NOTE

4. Contingent Liabilities

The State of New York has asserted utility tax deficiencies of
$1,528,816 through December 31, 1992 in connection with water,
steam and non-metered electricity rent inclusion charges to
tenants; plus estimated accrued interest of $797,713.

The Supreme Court New York County has granted summary judgement
in favor of the State, holding that the State utility tax applies
to such rent inclusion charges. The ruling was affirmed by the
Appellate Division.

The Company is seeking permission to appeal the Appellate Divi-
sion decision before the Court of Appeals and the final outcome
of its appeal cannot presently be determined. Accordingly, no
provision for any liability that may result upon final adjudi-
cation has been made in the accompanying financial statements.

If it is finally determined that the State's position is correct,
Company would also be liable for additional taxes for periods
ending after December 31, 1992.

The City of New York has also asserted a utility tax deficiency
of $277,125 against Company through December 31, 1994 in
connection with electricity, water and steam charges to tenants
plus accrued interest of approximately $54,000 through December
31, 1995.

The Company is appealing the proposed utility tax deficiency
before New York City Taxing Authority, and the final outcome of
its appeal cannot presently be determined. Accordingly, no
provision for any liability that may result upon final adjudi-
cation has been made in the accompanying financial statements.

If it is finally determined that the City's position is correct,
Company would also be liable for additional taxes for periods
after December 31, 1994.

<PAGE>

EXHIBIT 24

EMPIRE STATE BUILDING ASSOCIATES

FILE NO. 0-827

POWER OF ATTORNEY

We, the undersigned general partners of Empire State

Building Associates ("Associates"), hereby severally constitute

and appoint Stanley Katzman and Richard A. Shapiro and each of

them, individually, our true and lawful attorneys with full power

to them and each of them to sign for us, and in our names and in

the capacities indicated below on behalf of Associates, any and

all reports or other statements required to be filed with the

Securities and Exchange Commission under Section 13 or 15(d) of

the Securities Exchange Act of 1934.

Signature Title Date

/s/Peter L. Malkin
Peter L. Malkin General Partner March 29, 1996

/s/Donald A. Bettex
Donald A. Bettex General Partner March 29, 1996

/s/C. Michael Spero
C. Michael Spero General Partner March 29, 1996<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On the 29 day of March, 1996 before me personally came

PETER L. MALKIN, DONALD A BETTEX and C. MICHAEL SPERO, to me known

to be the individuals described in and who executed the foregoing

instrument, and acknowledged that they executed the same.

/s/ NOTARY PUBLIC
NOTARY PUBLIC
<PAGE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet as of December 31, 1995 and the Statement Of Income
for the year ended December 31, 1995, and is qualified in its entirety by
refenence to such financial statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 359,505
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 383,336<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,927,316<F2>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,927,316<F3>
<TOTAL-LIABILITY-AND-EQUITY> 3,927,316
<SALES> 6,018,750<F4>
<TOTAL-REVENUES> 6,054,306<F5>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,337,886<F6>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,716,420
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,716,420
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,716,420
<EPS-PRIMARY> 1,126<F7>
<EPS-DILUTED> 1,126<F7>
<FN>
<F1>Includes prepaid rent of $23,831
<F2>Includes remaining unamortized leasehold at book value
<F3>Partnership capital
<F4>Rental income
<F5>Includes dividend income of $35,556
<F6>Leasehold rent of $1,970,000, supervisory fees of $159,417 and
amortization of leasehold of $208,469
<F7>Earnings per $10,000 participation unit, based on 3,300 participation
units outstanding during the year
</FN>

</TABLE>