FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-827
EMPIRE STATE BUILDING ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6084254
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York
(Address of principal executive offices)
10165
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ]. No [ ].
An Exhibit Index is located on Page 15 of this Report.
Number of pages (including exhibits) in this filing: 15<PAGE>
2.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Empire State Building Associates
Condensed Statement of Income
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
Income:
Rent income, from a related
party (Note B) $1,504,688 $1,504,688 $3,009,375 $3,009,375
Dividend income 2,752 2,160 5,134 4,254
---------- ---------- ---------- ----------
Total income 1,507,440 1,506,848 3,014,509 3,013,629
---------- ---------- ---------- ----------
Expenses:
Leasehold rent 492,500 492,500 985,000 985,000
Supervisory services, to a
related party (Note C) 39,854 39,854 79,708 79,708
Amortization of leasehold 52,117 52,117 104,234 104,234
Miscellaneous -0- -0- -0- 47
---------- ---------- ---------- ----------
Total expenses 584,471 584,471 1,168,942 1,168,989
---------- ---------- ---------- ----------
Net income $ 922,969 $ 922,377 $1,845,567 $1,844,640
========== ========== ========== ==========
Earnings per $10,000 partici-
pation unit, based on 3,300
participation units out-
standing during the year $ 279.69 $ 279.51 $ 559.26 $ 558.98
========== ========== ========== ==========
Distributions per $10,000
participation consisted
of the following:
Income $ 279.69 $ 279.51 $ 559.26 $ 558.98
Return of capital 14.96 15.14 30.03 30.31
--------- ---------- ---------- ----------
Total distributions $ 294.65 $ 294.65 $ 589.29 $ 589.29
========= ========== ========== ==========
At June 30, 1997 and 1996, there were $33,000,000 of participations
outstanding.<PAGE>
Empire State Building Associates
Condensed Balance Sheet
(Unaudited) 3.
Assets June 30, 1997 December 31, 1996
Current assets
Cash $ 373,287 $ 368,152
Prepaid rent 23,831 23,831
---------- ----------
Total current assets 397,118 391,983
Real Estate
Leasehold on Empire State Building 39,000,000 39,000,000
Less, allowance for amortization 35,768,723 35,664,489
---------- ----------
3,231,277 3,335,511
---------- ----------
Total assets $3,628,395 $3,727,494
========== ==========
Capital
Capital January 1, 3,727,494 3,927,316
Add, Net income:
January 1, 1997 through June 30, 1997 1,845,567 -0-
January 1, 1996 through
December 31, 1996 -0- 3,689,511
---------- ----------
5,573,061 7,616,827
Less, Distributions:
Monthly distributions,
January 1, 1997 through June 30, 1997 1,944,666 -0-
January 1, 1996 through
December 31, 1996 -0- 3,889,333
---------- -----------
1,944,666 3,889,333
---------- -----------
Capital 3,628,395 3,727,494
---------- -----------
Total liabilities and capital $3,628,395 $ 3,727,494
========== ===========<PAGE>
4.
Empire State Building Associates
Condensed Statement of Cash Flows
(Unaudited)
January 1, 1997 January 1, 1996
through through
June 30, 1997 June 30, 1996
Cash flows from operating activities:
Net income $1,845,567 $1,844,640
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of leasehold 104,234 104,234
---------- ----------
Net cash provided by operating
activities 1,949,801 1,948,874
---------- ----------
Cash flows from financing activities:
Cash distributions (1,944,666) (1,944,666)
---------- ----------
Net cash used in financing
activities (1,944,666) (1,944,666)
---------- ----------
Net increase (decrease) in cash and
cash equivalants 5,135 4,208
Cash and cash equivalents
beginning of period 368,152 359,505
---------- ----------
Cash and cash equivalents
end of period $ 373,287 $ 363,713
========== ========== <PAGE>
Empire State Building Associates 5.
June 30, 1997
Notes to Condensed Financial Statements (unaudited)
Note A - Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and statement of cash flows in conformity
with generally accepted accounting principles. The accompanying
unaudited condensed financial statements include all adjustments
(consisting only of normal recurring accruals) which are, in the
opinion of the partners in Registrant, necessary for a fair
statement of the results for such interim periods. The partners
in Registrant believe that the accompanying unaudited condensed
financial statements and the notes thereto fairly disclose the
financial condition and results of Registrant's operations for the
periods indicated and are adequate to make the information pre-
sented therein not misleading.
Note B - Interim Period Reporting
The results for the interim periods are not necessarily
indicative of the results to be expected for a full year.
Registrant is a partnership which was organized on July
11, 1961. Registrant owns the tenant's interest in a master
operating leasehold (the "Master Lease") on the Empire State
Building (the "Building") and the land thereunder, located at 350
Fifth Avenue, New York, New York (the "Property"). On November
27, 1991, Prudential Insurance Company of America sold the fee
ownership of the Property to EGHolding Co. Inc. which, through
merger and conveyance, reportedly transferred its interest as
lessor to Trump Empire State Partners ("Trump"). Associates'
rights under the Master Lease remain unchanged.
Registrant's partners are Peter L. Malkin, John L. Loehr
and Stanley Katzman (collectively the "Partners"), each of whom
also acts as an agent for holders of participations in his
respective partnership interest in Registrant (the
"Participants").
The initial term of the Master Lease expired on January
5, 1992. On January 30, 1989, Registrant exercised its first of
four 21-year renewal options contained in the Master Lease and
extended the Master Lease through January 5, 2013. The annual
rent payable under Master Lease is $1,970,000 through January 5,
2013 and $1,723,750 annually during the term of each renewal
period thereafter.
The value of the Master Lease is stated at cost. To
reflect Registrant's exercise of the first renewal option under<PAGE>
Empire State Building Associates 6.
June 30, 1997
the Master Lease, the estimated useful life of the Master Lease
has been revised to 25 years, effective January 1, 1988, through
January 5, 2013.
Registrant does not operate the Property. It subleases
the Property to Empire State Building Company ("Sublessee")
pursuant to a net operating sublease (the "Sublease") with a term
and renewal options essentially coextensive with those contained
in the Master Lease. On January 30, 1989, Sublessee elected to
renew the Sublease for a term commencing January 4, 1992 to
January 4, 2013.
Sublessee is required to pay annual basic rent ("Basic
Rent") of $6,018,750 from January 1, 1992 through January 4, 2013
and $5,895,625 from January 5, 2013 through the expiration of all
renewal terms. Sublessee is also required to pay Registrant
overage rent of 50% of Sublessee's net operating profit in excess
of $1,000,000 for each lease year ending December 31 ("Overage
Rent").
Overage Rent and other accumulated interest income are
distributed annually after payment of any additional payments for
supervisory services to Counsel (as described in Note C below).
For 1996, Sublessee reported net operating loss of $7,914,032;
therefore, there was no Overage Rent.
Sublessee is a New York partnership in which Peter L.
Malkin is a partner. The Partners in Registrant are also members
of the law firm of Wien & Malkin LLP, 60 East 42nd Street, New
York, New York, which acts as counsel to Registrant and Sublessee
("Counsel"). See Note C below.
Note C - Supervisory Services
Registrant pays Counsel for supervisory services and
disbursements (i) the basic payment of $100,000 per annum (the
"Basic Payment") and (ii) an additional payment of 6% of all
distributions to Participants in any year in excess of the amount
representing a return of 9% per annum on their remaining original
cash investment in any year ("Additional Payment"). At June 30,
1997, such remaining cash investment was $33,000,000, representing
the original cash investment of the Participants in Registrant.
No remuneration was paid during the three and six month
periods ended June 30, 1997 by Registrant to any of the Partners
as such. Pursuant to the fee arrangements described herein,
Registrant paid Counsel $25,000 and $50,000, respectively, of the
Basic Payment for supervisory services for the three and six month
periods ended June 30, 1997, and $4,951 a month as the Additional
Payment for supervisory services. The supervisory services
provided to Registrant by Counsel include legal, administrative
and financial services. The legal and administrative services<PAGE>
Empire State Building Associates 7.
June 30, 1997
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 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, active review of financial
statements submitted to Registrant by the Sublessee and financial
statements audited and tax information prepared by Registrants'
independent certified public accountant, and distribution of such
materials to the Participants. Counsel also prepares quarterly,
annual and other periodic filings with the Securities and Exchange
Commission and applicable state authorities and distributes to the
Participants quarterly source of distribution reports.
Reference is made to Note B of this Item 1 ("Note B")
for a description of the terms of the Sublease between Registrant
and Sublessee. The respective interests of the Partners in
Registrant and in Sublessee arise solely from ownership of their
respective participations in Registrant and, in the case of Mr.
Malkin, his ownership of a partnership interest in Sublessee. The
Partners receive no extra or special benefit not shared on a pro
rata basis with all other Participants in Registrant or partners
in Sublessee. However, each of the Partners, by reason of his
respective partnership interest in Counsel, is entitled to receive
his share of any legal fees or other remuneration paid to Counsel
for legal and supervisory services rendered to Registrant and
Sublessee.
As of June 30, 1997, the Partners owned of record and
beneficially an aggregate of $186,250 of participations in
Registrant, representing less than 1% of the currently outstanding
participations therein totaling $33,000,000.
In addition, as of June 30, 1997 certain of the Partners
(or their respective spouses) held additional Participations as
follows:
Peter L. Malkin owned of record as trustee or co-trustee
but not beneficially, $175,000 of Participations. Mr.
Malkin disclaims any beneficial ownership of such
Participations.
Isabel W. Malkin, the wife of Peter L. Malkin, owned of
record and beneficially, $153,333 of Participations.
Mr. Malkin disclaims any beneficial ownership of such
Participations.
Stanley Katzman owned of record as trustee, but not
beneficially, $25,000 of Participations. Mr. Katzman
disclaims any beneficial ownership of such
Participations.<PAGE>
Empire State Building Associates 8.
June 30, 1997
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
As stated in Note B, Registrant was organized for the
purpose of acquiring the Master Lease of the Property subject to a
net operating sublease held by Sublessee. Basic Rent received by
Registrant is used to pay annual rent due under the Master Lease,
the Basic Payment and the Additional Payment for supervisory
services; the balance of such Rent is distributed to the
Participants. Overage Rent and any interest and dividends
accumulated thereon are distributed to the Participants after the
Additional Payment is made to Counsel. See Note C of Item 1
above. Pursuant to the Sublease, Sublessee has assumed
responsibility for the condition, operation, repair, maintenance
and management of the Property. Registrant is not required to
maintain substantial reserves or otherwise maintain liquid assets
to defray any operating expenses of the Property.
Registrant does not pay dividends. During the three and
six month periods ended June 30, 1997, Registrant made regular
monthly distributions of $98.21 for each $10,000 participation
($1,178.52 per annum for each $10,000 participation). There are
no restrictions on Registrant's present or future ability to make
distributions; however, the amount of such distributions depends
solely on the ability of Sublessee to make monthly payments of
Basic Rent and Overage Rent to Registrant in accordance with the
terms of the Sublease. Registrant expects to make distributions
in the future so long as it receives the payments provided for
under the Sublease. See Note B.
Registrant's results of operations are affected
primarily by the amount of rent payable to it under the Sublease.
The amount of Overage Rent payable to Registrant is affected by
(i) the cycles 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
remaining expenses for the improvement program to the Building,
which commenced in 1990, will reduce the amount of Overage Rent
otherwise payable for 1997. It is difficult for management to
forecast the New York City real estate market over the next few
years.
Total income increased for the three and six month
periods ended June 30, 1997 as compared with the three and six
month periods ended June 30, 1996. Such increase resulted from an
increase in dividend income earned on funds temporarily invested
in Fidelity U.S. Treasury Income Portfolio. Total expenses
remained the same for the three-month period ended June 30, 1997
as compared with the three-month period ended June 30, 1996.
Total expenses decreased for the six-month period ended June 30,
1997 as compared with the six-month period ended June 30, 1996.<PAGE>
Empire State Building Associates 9.
June 30, 1997
Such decrease resulted from miscellaneous expenses incurred in the
six-month period ended June 30, 1996.
The State of New York has asserted utility tax
deficiencies through December 31, 1992 in connection with water,
steam and non-metered electricity rent inclusion charges to
tenants, plus estimated accrued interest. 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. Sublessee sought permission to appeal the Appellate
Division's decision and order to the Court of Appeals. The Court
of Appeals denied Sublessee's motion. In May 1996, Sublessee
entered into a settlement agreement with the State. Pursuant to
the terms of the settlement agreement, Sublessee agreed to pay the
State's assessed tax in the sum of $979,109, plus interest of
approximately $605,000 through July 31, 1996. The State has
tentatively agreed to payment of the aforesaid liability over a
period of four years, commencing August, 1996, in equal monthly
installments of $40,000, including interest on the unpaid balance
at the statutory rate. Installment payments to the State of
$40,000 per month have been made by Sublessee commencing on August
1, 1996. It is anticipated that New York State will seek to
impose liability on Sublessee for State utility tax for periods
after December 31, 1992. The amount of such additional tax has
yet to be determined.
The City of New York has asserted a utility tax
deficiency in the amount of $277,125 against Sublessee, through
December 31, 1994, in connection with water, steam and non-metered
electricity rent inclusion charges to tenants, plus accrued
interest of approximately $133,160 through June 30, 1997.
Sublessee is contesting the calculation of the City's proposed
utility tax deficiency before the New York City Tax Appeals
Tribunal. The final outcome of Sublessee's appeal cannot
presently be determined. It is anticipated that New York City
will also seek to impose liability on Sublessee for additional New
York City utility tax for periods after December 31, 1994. The
amount of such additional tax has yet to be determined.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the three and six month periods ended June 30, 1997,
as compared with the three and six month periods ended June 30,
1996.
Registrant anticipates that the value of the Building
and the Property will exceed the indicated balance sheet value at
June 30, 1997.<PAGE>
Empire State Building Associates 10.
June 30, 1997
Registrant anticipates that funds for working capital
for the Property will be generated by operations of the Building
by Sublessee, which entity in turn is required to make payments of
Basic Rent and Overage Rent under the Sublease and, to the extent
necessary, from additional capital investment by the partners in
Sublessee and/or external financing. Registrant foresees no need
to make material commitments for capital expenditures while the
Sublease is in effect.
Inflation
Registrant believes that there has been no material
change in the impact of inflation on its operations since the
filing of its report on Form 10-K for the year ended December 31,
1996, which report and all exhibits thereto are incorporated
herein by reference and made a part hereof.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Property of Registrant is the subject of the
following pending litigation:
Studley v. Empire State Building Associates: This
action was filed in October 1991, in New York Supreme Court.
Plaintiff holds a $20,000 original participation in
Registrant. The defendants are the partner Agents of
Registrant and Wien, Malkin & Bettex (now Wien & Malkin LLP).
Plaintiff has claimed that defendants have committed breaches
of fiduciary duty in connection with a solicitation of
consents of participants in Registrant in September, 1991,
and in respect to other matters affecting Registrant. By
order and decision dated July 14, 1997, the Court denied
plaintiff's motion for partial summary judgment, granted the
defendants' motion for summary judgment and dismissed the
action. The plaintiff has served a Notice of Appeal with
respect to the foregoing order.
Proceedings Involving Trump Empire State Partners: In
December 1994, Registrant received a notice of default from
Trump Empire State Partners ("Trump"), claiming that
Registrant is in violation of the Master Lease because of
extensive work which Sublessee has undertaken as part of an
improvement program that commenced before Trump reportedly
acquired its interest in the Property in 1994. Trump's
notice also complains that the building is in need of
repairs. On February 14, 1995, Registrant and Sublessee
filed an action in New York State Supreme Court against Trump
and a related entity for a declaratory judgment that none of
the matters set forth in the notice of default constitutes a<PAGE>
Empire State Building Associates 11.
June 30, 1997
violation of the Master Lease or Sublease, and that the
notice of default is entirely without merit. Registrant's
and Sublessee's suit also seeks an injunction to prevent
Trump from implementing the notice of default. On March 24,
1995, the 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
declaratory judgment and an injunction and other relief
against the Trump defendants.
On February 15, 1995, Trump filed an action against
Registrant, Sublessee, Counsel, Harry B. Helmsley,
Helmsley-Spear, Inc. and the Agents for Registrant in New
York Supreme Court, alleging that the notice of default is
valid and seeking damages and related relief based thereon.
On October 24, 1996, the Court dismissed all of Trump's
claims in their entirety against all defendants in the
action. Trump has appealed this dismissal.
In May 1995, Registrant and Sublessee filed a separate
legal action against Trump and various affiliated persons for
breach of the Master Lease and Sublease and for disparagement
of the Property in violation of Registrant's and Sublessee's
leasehold rights. The action was amended to include
additional claims by Registrant and Sublessee seeking a
declaratory judgment that they may act as an owner of the
Property for purposes of making applications and related
activities pursuant to the New York City Building Code. By
decision and order dated October 24, 1996, the Court
sustained Registrant's and Sublessee's claims concerning the
parties who may act as owner of the property under the
Building Code. Trump noticed an appeal of the foregoing
order. The Court directed that the remaining claims should
proceed to trial. At the same time, the Court dismissed
Registrant's and Sublessee's claims against Trump and co-
defendants for money damages. Registrant and Sublessee have
taken an appeal from that portion of the Court's order
dismissing their claims for money damages.
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et.
al. On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin
filed an action in the Supreme Court of the State of New
York, on behalf of themselves and various partnerships,
including Registrant, against Helmsley-Spear, Inc. and Leona
Helmsley. The filing of the action was accompanied by a
motion for a Temporary Restraining Order and a Preliminary
Injunction by which the plaintiffs sought the return of over
$5,000,000 in Empire State Building Company funds which were
being wrongfully held by Helmsley-Spear, Inc., an order
preventing Leona Helmsley from further violations of the<PAGE>
Empire State Building Associates 12.
June 30, 1997
partnership agreements of the partnerships, and expedited
discovery of Helmsley-Spear, Inc. and Leona Helmsley
regarding the financial status of Helmsley-Spear, Inc. In
their complaint, plaintiffs seek the same relief requested in
the motion for a Temporary Restraining Order and Preliminary
Injunction, as well as the removal of Helmsley-Spear, Inc. as
managing and leasing agent for all of the buildings owned by
the partnerships on whose behalf the action was brought.
Plaintiffs also seek an order precluding Leona Helmsley from
exercising any partner management powers in the partnerships.
Justice Ira Gammerman ordered that argument on plaintiff's
motion be heard June 24, and on the date ordered further
argument on July 14, 1997. Defendants filed opposition
papers to the motion for a Temporary Restraining Order and
Preliminary Injunction on June 26 and cross-moved for
arbitration on July 10. Plaintiffs filed reply papers on
July 14, and defendants filed reply papers on their
cross-motion for arbitration on July 26, 1997. Both motions
are currently before the court. In addition, plaintiffs have
served document requests on both defendants and notices of
deposition on the officers of Helmsley-Spear, Inc. and Leona
Helmsley.
Item 5. Other Information
The Sublessee maintains the Building as a high-class
office building as required by the terms of the Sublease.
In 1990, 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
installation of a computerized control system and replacement of
all electrical and mechanical equipment. The elevator
modernization program has increased elevator speed from 800 to 950
feet per minute to 1200 feet per minute. Also included is water-
proofing the Building's exterior, resetting and repairing the
limestone facade, upgrading the Building's security system,
upgrading and replacing the Building's fire safety system and
making substantial further improvement to the air-conditioning,
domestic pump and water systems, waterproofing the mooring mast
and installing a new observation ticket office.
Sublessee anticipates that the costs of improvements to
be incurred will reduce or eliminate Overage Rent otherwise
payable for 1997 through 1999, but should have no effect on the
payment of Basic Rent in those years.<PAGE>
Empire State Building Associates 13.
June 30, 1997
Under Sublessee's management, the Building recently won
three awards from the Building Owners and Management Association
("BOMA") (BOMA/NY Award 1989; BOMA Middle Atlantic Region Award
1990/91 and the BOMA International Award for excellence 1992/93).
The New York Landmarks Conservancy recently awarded a Merit
Citation to the Building. In 1994, Metaloptics recognized the
Building for excellence in lighting efficiency. In December 1994,
Energy User News, a national publication, awarded a Certificate of
Merit in the lighting category for excellence and innovation in
energy efficiency and management of the Building.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibit hereto is being incorporated by
reference.
(b) Registrant filed a Form 8-K on July 1, 1997
reporting the commencement of an action against Helmsley-Spear,
Inc. and Leona M. Helmsley. See Item 1.<PAGE>
Empire State Building Associates 14.
June 30, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
The individual signing this report on behalf of
Registrant is Attorney-in-Fact for Registrant and each of the
Partners in Registrant, pursuant to a Power of Attorney, dated
August 6, 1996 (the "Power").
EMPIRE STATE BUILDING ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: August 15, 1997
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the undersigned as
Attorney-in-Fact for each of the Partners in Registrant, pursuant
to the Power, on behalf of Registrant and as a Partner in
Registrant, on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: August 15, 1997
______________________
* Mr. Katzman supervises accounting functions for Registrant<PAGE>
Empire State Building Associates 15.
June 30, 1997
EXHIBIT INDEX
Number Document Page*
25 Power of Attorney dated August 6, 1996
between Stanley Katzman, Peter L.
Malkin and John L. Loehr as Partners
of Registrant and Stanley Katzman and
Richard A. Shapiro.
______________________
* Page references are based on sequential numbering system.<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet as of June 30, 1997 and the Statement Of Income
for the period ended June 30, 1997, and is qualified in its entirety by
reference to such financial statements.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 373,287
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 397,118<F1>
<PP&E> 39,000,000
<DEPRECIATION> 35,768,723
<TOTAL-ASSETS> 3,628,395
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,628,395
<TOTAL-LIABILITY-AND-EQUITY> 3,628,395
<SALES> 1,504,687<F2>
<TOTAL-REVENUES> 1,507,440<F3>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 584,471<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 922,969
<INCOME-TAX> 0
<INCOME-CONTINUING> 922,969
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 922,969
<EPS-PRIMARY> 279.69<F5>
<EPS-DILUTED> 279.69<F5>
<FN>
<F1>Includes prepaid rent
<F2>Rental income
<F3>Includes dividend income
<F4>Leasehold rent, supervisory fees and amortization of leasehold
<F5>Earnings per $10,000 participation unit, based on 3,300 participation
units outstanding during the year
</FN>
</TABLE>
