60 EAST 42ND STREET ASSOCIATES
10-Q/A, 1999-04-01
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                            FORM 10-Q-A

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
        (Mark One)

        [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
        THE SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 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 0-2670

                       60 EAST 42ND ST. ASSOCIATES
        (Exact name of registrant as specified in its charter)

        A New York Partnership                  13-6077181 
        (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)

                             (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 require-
        ments for the past 90 days. 
        Yes  [ X ].  No  [  ].

        An Exhibit Index is located on Page 6 of this Report. 
        Number of pages (including exhibits) in this filing: 6<PAGE>
 



        PART I. FINANCIAL INFORMATION

        Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations.

		As stated in Note B, Registrant was organized solely for 
        the purpose of acquiring the Property subject to a net operating 
        lease held by Lessee.  Registrant is required to pay from Basic 
        Rent the annual mortgage charges due under the Mortgage and the 
        Basic Payment to Counsel for supervisory services.  The balance of 
        such Basic Rent is distributed to the Participants.  Additional 
        Rent and Further Additional Rent are distributed to the Partici-
        pants after the Additional Payment to Counsel.  See Note C of Item 
        1 above.  Under the Lease, Lessee has assumed sole responsibility 
        for the condition, operation, repair, maintenance and management 
        of the Property.  Registrant is not required to maintain substan-
        tial reserves or otherwise maintain liquid assets to defray any 
        operating expenses of the Property.

		Registrant does not pay dividends.  During the nine 
        month period ended September 30, 1998, Registrant made regular 
        monthly distributions of $124.57 for each $10,000 participation 
        ($1,494.89 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 Lessee to make payments of Basic Rent, 
        Additional Rent and Further Additional Rent to Registrant in 
        accordance with the terms of the Lease.  Registrant expects to 
        make distributions so long as it receives the payments provided 
        for under the Lease.

		On November 30, 1998, Registrant will make an additional 
        distribution of $1,966.69 for each $10,000 participation.  Such 
        distribution represents Further Additional Rent paid by the Lessee 
        in accordance with the terms of the Lease after the Additional 
        Payment to counsel.  See Notes B and C.

		Registrant's results of operations are affected 
        primarily by the amount of rent payable to it under the Lease.  
        The amount of Overage Rent payable to Registrant is affected by 
        the cycles in the New York City economy and real estate rental 
        market.  It is difficult for management to forecast the New York 
        City real estate market over the next few years.  The following 
        summarizes, with respect to the current period and the 
        corresponding period of the previous year, the material factors 
        regarding Registrant's results of operations for such periods:

            Total income decreased for the three and nine month 
            periods ended September 30, 1998, as compared with the 
            three and nine month periods ended September 30, 1997.

                                -2-    <PAGE>
            Such decrease resulted from a decrease in Further 
            Additional Rent payable by the Lessee for the lease 
            year ended September 30, 1998.  See Note B.

            Total expenses decreased for the three and nine month 
            periods ended September 30, 1998, as compared with the 
            three and nine month periods ended September 30, 1997.  
            Such decrease was the result of a decrease in the 
            Additional Payment for supervisory services to be made 
            to Counsel based on Further Additional Rent for the 
            lease year ended September 30, 1998, as compared with 
            payments for supervisory services with respect to 
            Further Additional Rent for the lease year ended 
            September 30, 1997.  See Note B.

                        Liquidity and Capital Resources

		There has been no significant change in Registrant's 
        liquidity for the nine month period ended September 30, 1998, as 
        compared with the nine month period ended September 30, 1997.

		No amortization payments are due under the Mortgage to 
        fully satisfy the outstanding principal balance at maturity, and 
        furthermore Registrant does not maintain any reserve to cover the 
        payment of such Mortgage indebtedness at maturity.  Therefore, 
        repayment of the Mortgage will depend on Registrant's ability to 
        arrange a refinancing.  Assuming that the Property continues to 
        generate an annual net profit in future years comparable to that 
        in past years, and assuming further that current real estate 
        trends continue in the geographic area in which the Property is 
        located, Registrant anticipates that the value of the Property 
        would be in excess of the amount of the Mortgage balance at 
        maturity.  

		Registrant anticipates that funds for working capital 
        for the Property will be provided by rental payments received from 
        Lessee and, to the extent necessary, from additional capital 
        investment by the partners in Lessee and/or external financing.  
        However, as noted above, Registrant has no requirement to maintain 
        substantial reserves to defray any operating expenses of the 
        Property.  Registrant foresees no need to make material 
        commitments for capital expenditures while the Lease is in effect.

        Inflation

		Registrant has been advised 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, 1997, which report and all exhibits thereto are incorporated 
        herein by reference and made a part hereof.

                                   -3-  <PAGE>

        Year 2000 Issues

        Pursuant to SEC Release No. 33-7558, the 
        Securities and Exchange Commission ("SEC") has instructed 
        registrants to make suitable disclosure regarding year 
        2000 readiness.  Accordingly, Registrant reports the 
        following:

        Registrant receives base and overage rent from 
        Sublessee, for which Helmsley-Spear, Inc. manages the property as 
        Sublessee's managing and leasing agent.  Registrant's supervisor, 
        Wien & Malkin LLP, has requested the managing agent to provide 
        information related to its Year 2000 readiness.  However, this 
        information has not yet been provided by the managing agent.  
        Registrant will continue to seek information related to Year 2000 
        readiness from the managing agent.














                                      -4-<PAGE>
        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 
        March 18, 1998, March 20, 1998 and May 14, 1998 (collectively, the 
        "Power").

        60 EAST 42ND ST. ASSOCIATES
        (Registrant)




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


        Dated: March 31, 1999


		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: March 31, 1999






        __________________________
        *       Mr. Katzman supervises accounting functions for Registrant.

                                   -5-<PAGE>


        EXHIBIT INDEX


        Number                          Document                   Page*
        3(a)    Partnership Agreement, dated
                September 25, 1958, which was 
                filed by letter dated March 31, 
                1981 (Commission File No. 
                0-2670) as Exhibit No. 3 to 
                Registrant's Form 10-K for the 
                fiscal year ended December 31, 
                1980, and is incorporated by 
                reference as an exhibit hereto.

        3(b)    Amended Business Certificate of 
                Registrant filed with the Clerk 
                of New York County on November 
                28, 1997, reflecting a change 
                in the Partners of Registrant, 
                was filed as Exhibit 3(b) to 
                Registrant's 10-Q for the 
                quarter ended March 31, 1998, 
                and is incorporated by 
                reference as an exhibit hereto.  

        24      Powers of Attorney dated
                March 18, 1998, March 20, 1998 
                and May 14, 1998 between the 
                Partners of Registrant and 
                Stanley Katzman and Richard A. 
                Shapiro which were filed as 
                Exhibit 24 to Registrant's 10-Q 
                for the quarter ended March 31, 
                1998 and is incorporated by 
                reference as an exhibit hereto.





        __________________________
        *       Page references are based on sequential numbering system.


                                  -6- <PAGE>



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