FORM 10-Q-A
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 March 31, 1998
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 3 of this Report.
Number of pages (including exhibits) in this filing: <PAGE>
Empire State Building Associates 2.
March 31, 1998
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 Powers of Attorney, dated
August 6, 1996 and May 14, 1998 (collectively, the "Power").
EMPIRE STATE BUILDING ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Dated: June 3, 1998
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 on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Dated: June 3, 1998
______________________
* Mr. Katzman supervises accounting functions for Registrant<PAGE>
Empire State Building Associates 3.
March 31, 1998
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 refer-
ence as an exhibit hereto.
3(b) Amended Business Certificate of
Registrant filed with the Clerk of New
York County on August 19, 1996
reflecting a change in the Partners of
Registrant which was filed as Exhibit
3(b) to Registrant's Annual Report on
10-K for the fiscal year ended
December 31, 1996 and is incorporated
by reference as an exhibit hereto.
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.
24 Powers of Attorney dated August 6,
1996 and May 14, 1998 between the
Partners of Registrant and Stanley
Katzman and Richard A. Shapiro.
______________________
* Page references are based on sequential numbering system.
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 August 6, 1996
/s/Thomas N. Keltner, Jr.
Thomas N. Keltner, Jr. General Partner May 14, 1998
/s/Richard A. Shapiro
Richard A. Shapiro General Partner May 14, 1998<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 6th day of August, 1996 before me personally came
PETER L. MALKIN, to me known to be the individual described in and
who executed the foregoing instrument, and acknowledged that he
executed the same.
/s/Notary Public
NOTARY PUBLIC
-2-<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 14th day of May, 1998 before me personally came
THOMAS N. KELTNER, JR. and RICHARD A. SHAPIRO, 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
-3-<PAGE>
