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, 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 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,  
                                    1998        1997         1998       1997

 Income:

   Rent income, from a related
     party (Note B)               $1,504,688 $1,504,688  $3,009,375  $3,009,375
   Dividend income                    19,416      2,752      46,596       5,134
                                  ---------- ----------  ----------  ----------
       Total income                1,524,104  1,507,440   3,055,971   3,014,509
                                  ---------- ----------  ----------  ----------
 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-         -0-
                                  ---------- ----------  ----------  ----------
       Total expenses                584,471    584,471   1,168,942   1,168,942
                                  ---------- ----------  ----------  ----------
 Net income                       $  939,633 $  922,969  $1,887,029  $1,845,567
                                  ========== ==========  ==========  ==========
 Earnings per $10,000 partici-
   pation unit, based on 3,300
   participation units out-
   standing during the year       $   284.74 $   279.69  $   571.83  $   559.26
                                  ========== ==========  ==========  ==========

   Distributions per $10,000 
     participation consisted 
     of the following:

    Income                        $  284.74  $   279.69  $   571.83  $   559.26
    Return of capital                  9.91       14.96      339.07       30.03
                                  ---------  ----------  ----------  ----------
        Total distributions       $  294.65  $   294.65  $   910.90  $   589.29
                                  =========  ==========  ==========  ==========

        At June 30, 1998 and 1997, there were $33,000,000 of participations
        outstanding.<PAGE>



                     Empire State Building Associates                        3.
                               Condensed Balance Sheet
                                      (Unaudited)     

 Assets                                       June 30, 1998  December 31, 1997
 Current assets
   Cash                                          $  403,827         $  378,529
   Prepaid rent                                      23,831             23,831
   Additional rent advance account
     held by Wien & Malkin LLP                          -0-          2,400,000

   Additional rent due from Empire State
     Building Company, a related party                  -0-              1,300
   Reserve for legal fees                         1,293,536                -0-
                                                 ----------         ----------
       Total current assets                       1,721,194          2,803,660

 Real Estate 
   Leasehold on Empire State Building            39,000,000         39,000,000
     Less, allowance for amortization            35,977,192         35,872,958
                                                 ----------         ----------
                                                  3,022,808          3,127,042
                                                 ----------         ----------
       Total assets                              $4,744,002         $5,930,702
                                                 ==========         ==========
 Current Liabilities:
   Accrued legal fees, to a
     related party (Note 9)                       1,272,237          1,272,237
   Accrued supervisory services, to a
     related party (Note 5)                             -0-             67,744
                                                 ----------          ---------
   Total Liabilities                              1,272,237          1,339,981  
                                                 ==========          =========
 Capital
   Capital January 1,                            $4,590,721          3,727,494
   Add, Net income: 
     January 1, 1998 through June 30, 1998        1,887,029                -0-
     January 1, 1997 through December 31, 1997          -0-          4,752,560
                                                 ----------        -----------
                                                  6,477,750          8,480,054
   Less, Distributions:
     Monthly distributions,
       January 1, 1998 through June 30, 1998      1,944,667                -0-
       January 1, 1997 through December 31, 1997        -0-          3,889,933

 Additional Distribution on March 5, 1998
   of overage rent for the lease year
   ended December 31, 1997                        1,061,318                -0-
                                                 ----------        -----------
                                                  3,005,985          3,889,333
                                                 ----------        -----------
 Capital                                                                      
   June 30, 1998                                  3,471,765                -0-
   December 31, 1997                                    -0-          4,590,721
                                                 ----------        -----------
     Total liabilities and capital:                                           
       June 30, 1998                             $4,744,002
                                                 ==========
       December 31, 1997                                             5,930,702
                                                                     =========<PAGE>
                                                                     




                                                                            4.
                         Empire State Building Associates
                        Condensed Statement of Cash Flows
                                  (Unaudited)            




                                           January 1, 1998     January 1, 1997
                                                   through             through
                                             June 30, 1998       June 30, 1997

   Cash flows from operating activities:
     Net income                                $ 1,887,029       $   1,845,567 
     Adjustments to reconcile net income 
       to cash provided by operating
       activities:
       Amortization of leasehold                   104,234             104,234

     Change in additional rent due               2,401,300                 -0-
     Change in accrued supervisory services        (67,744)                -0-
     Change in legal fee reserve account        (1,293,536)                -0-
                                               -----------          ----------
       Net cash provided by operating
         activities                              3,031,283           1,949,801
                                               -----------          ----------
   Cash flows from financing activities:
     Cash distributions                         (3,005,985)        (1,944,666)
                                               -----------          ----------
       Net cash used in financing 
         activities                             (3,005,985)        (1,944,666)
                                               -----------         -----------
       Net increase (decrease) in cash and 
         cash equivalents                           25,298               5,135

   Cash and cash equivalents
     beginning of period                           378,529             368,152
                                                ----------          ----------
   Cash and cash equivalents
     end of period                             $   403,827         $   373,287
                                               ===========         ===========<PAGE>
         Empire State Building Associates                                5.
         June 30, 1998

  


         Notes to Condensed Financial Statements (unaudited)

         Note A - Basis of Presentation

                   The accompanying unaudited condensed financial
         statements have been prepared in accordance with the instructions
         to Form 10-Q and therefore do not include all information and
         footnotes necessary for a fair presentation of financial position,
         results of operations and statement of cash flows in conformity
         with generally accepted accounting principles.  The accompanying
         unaudited condensed financial statements include all adjustments
         (consisting only of normal recurring accruals) which are, in the
         opinion of the partners in Registrant, necessary for a fair
         statement of the results for such interim periods.  The partners
         in Registrant believe that the accompanying unaudited condensed
         financial statements and the notes thereto fairly disclose the
         financial condition and results of Registrant's operations for the
         periods indicated and are adequate to make the information pre-
         sented therein not misleading.

         Note B - Interim Period Reporting

                   The results for the interim periods are not necessarily
         indicative of the results to be expected for a full year. 

                   Registrant is a partnership which was organized on July
         11, 1961.  Registrant owns the tenant's interest in a master
         operating leasehold (the "Master Lease") on the Empire State
         Building (the "Building") and the land thereunder, located at 350
         Fifth Avenue, New York, New York (the "Property").  On November
         27, 1991, Prudential Insurance Company of America sold the fee
         ownership of the property to EGHolding Co. Inc. which, through
         merger and conveyance, reportedly transferred its interest as
         lessor to Trump Empire State Partners ("Trump").  Associates'
         rights under the master leasehold remain unchanged.  

                   As of April 15, 1998 Registrant's partners are Peter L.
         Malkin, Thomas N. Keltner, Jr. and Richard A. Shapiro (col-
         lectively, the "Partners"), each of whom also acts as an agent for
         holders of participations in his respective partnership interest
         in Registrant (the "Participants").  

                   The initial term of the Master Lease expired on January
         5, 1992.  On January 30, 1989, Registrant exercised its first of
         four 21-year renewal options contained in the Master Lease and
         extended the Master Lease through January 5, 2013.  The annual
         rent payable under Master Lease is $1,970,000 through January 5,
         2013 and $1,723,750 annually during the term of each renewal
         period thereafter.  <PAGE>
         Empire State Building Associates                                6.
         June 30, 1998
  



                   The value of the Master Lease is stated at cost.  To
         reflect Registrant's exercise of the first renewal option under
         the Master Lease, the estimated useful life of the Master Lease
         has been revised to 25 years, effective January 1, 1988, through
         January 5, 2013.

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

                   Sublessee is required to pay annual basic rent ("Basic
         Rent") of $6,018,750 from January 1, 1992 through January 4, 2013
         and $5,895,625 from January 5, 2013 through the expiration of all
         renewal terms.  Sublessee is also required to pay Registrant
         overage rent of 50% of Sublessee's net operating profit in excess
         of $1,000,000 for each lease year ending December 31 ("Overage
         Rent").

                   Overage Rent and other accumulated interest and dividend
         income are distributed annually after payment of any additional
         payments for supervisory services to Counsel (as described in Note
         C below).  For 1997, Sublessee reported net operating profit of
         $5,802,601; therefore, there was Overage Rent payable of
         $2,401,300 for the year ended December 31, 1997.  Registrant paid
         Counsel $127,161 as an additional payment for supervisory ser-
         vices.

                   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 March 31,
         1998, such remaining cash investment was $33,000,000, representing
         the original cash investment of the Participants in Registrant.

                   No remuneration was paid during the six month period
         ended June 30, 1998 by Registrant to any of the Partners as such.
         Pursuant to the Fee arrangements described herein, Registrant paid
         Counsel $50,000 of the Basic Payment for supervisory services for<PAGE>
         Empire State Building Associates                                7.
         June 30, 1998

  


         the six month period ended June 30, 1998, 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 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 disburse-
         ents, confirmation of the payment of real estate taxes, and active
         review of financial statements submitted to Registrant by the
         Sublessee and financial statements audited by and tax information
         prepared by Registrants' independent certified public accountant,
         and distribution of such materials to the Participants.  Counsel
         also prepares quarterly, annual and other periodic filings with
         the Securities and Exchange Commission and applicable state
         authorities and distributes to the Participants quarterly source
         of distribution reports.

                   Reference is made to Note B of this Item 1 ("Note B")
         for a description of the terms of the Sublease between Registrant
         and Sublessee.  The respective interests of the Partners in
         Registrant and in Sublessee arise solely from ownership of their
         respective participations in Registrant and, in the case of Mr.
         Malkin, his ownership of a partnership interest in Sublessee.  The
         Partners receive no extra or special benefit not shared on a pro
         rata basis with all other Participants in Registrant or partners
         in Sublessee.  However, each of the Partners, by reason of his
         respective interest in Counsel, is entitled to receive his 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, 1998, the Partners owned of record and
         beneficially an aggregate of $173,750 of participations in
         Registrant, representing less than 1% of the currently outstanding
         participations therein totaling $33,000,000.

                   In addition, as of June 30, 1998 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, $195,000 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 $158,333, of Participations.
                   Mr. Malkin disclaims any beneficial ownership of such
                   Participations.<PAGE>
         Empire State Building Associates                                8.
         June 30, 1998


  

                   Richard A. Shapiro owned of record as custodian, but not
                   beneficially $12,500 of Participations.  Mr. Shapiro
                   disclaims any beneficial ownership of such Participa-
                   tions.

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

                   As stated in Note B, Registrant was organized for the
         purpose of acquiring the Master Lease of the Property subject to
         the Sublease.  Basic Rent received by Registrant is used to pay
         annual rent due under the Master Lease, the Basic Payment and the
         Additional Payment for supervisory services; the balance of such
         Rent is distributed to the Participants.  Overage Rent and any
         interest and dividends accumulated thereon are distributed to the
         Participants after the Additional Payment is made to Counsel.  See
         Note C of Item 1 above.  Pursuant to the Sublease, Sublessee has
         assumed responsibility for the condition, operation, repair,
         maintenance and management of the Property.  Registrant is not
         required to maintain substantial reserves or otherwise maintain
         liquid assets to defray any operating expenses of the Property.

                   Registrant does not pay dividends.  During the six month
         period ended June 30, 1998, 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 restric-
         tions on Registrant's present or future ability to make
         distributions; however, the amount of such distributions depends
         solely on the ability of Sublessee to make payments of Basic Rent
         and Overage Rent to Registrant in accordance with the terms of the
         Sublease.  Registrant expects to make distributions in the future
         so long as it receives the payments provided for under the
         Sublease.  See Note B.

                   Registrant's results of operations are affected
         primarily by the amount of rent payable to it under the Sublease.
         The amount of Overage Rent payable to Registrant is affected by
         (i) the 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
         the remaining expenses for the improvement program to the
         Building, which commenced in 1990, will reduce Overage Rent during
         the years 1998 and 1999, but should have no effect on the payment
         of Basic Rent in those years.  It is difficult for management to
         forecast the New York City real estate market over the next few
         years.  

                   Total income increased for the six month period ended
         June 30, 1998 as compared with the six month period ended June 30,
         1997.  Such increase resulted from an increase in dividend income
         earned on funds temporarily invested in Fidelity U.S. Treasury<PAGE>
         Empire State Building Associates                                9.
         June 30, 1998


  

         Income Portfolio.  Total expenses remained the same for the six-
         month period ended June 30, 1998 as compared with the six-month
         period ended June 30, 1997.  

                   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
         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 $185,060 through April 30, 1998.
         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 six month period ended June 30, 1998, as
         compared with the six month period ended June 30, 1997.

                   Assuming that the Building continues to generate an
         annual net profit in future years comparable to that in the
         current year, Registrant anticipates that the value of the
         Building and the Property will exceed the indicated balance sheet
         value at June 30, 1998.<PAGE>
         Empire State Building Associates                               10.
         June 30, 1998



  
                   Registrant anticipates that funds for working capital 
         will be generated by operations of the Building by Sublessee,
         which entity in turn is required to make payments of Basic Rent 
         and Overage Rent under the Sublease and, to the extent necessary,
         from additional capital investment by the partners in Sublessee
         and/or external financing.  Registrant foresees no need to make
         material commitments for capital expenditures while the Sublease
         is in effect.
                                      Inflation

                   Registrant believes that there has been no material
         change in the impact of inflation on its operations since the
         filing of its report on Form 10-K for the year ended December 31,
         1997, 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: On October
         21, 1991, in an action entitled Studley v. Empire State Building
         Associates et al., the holder of a $20,000 original participation
         in Registrant brought suit in New York Supreme Court, New York
         County against the Agents for Registrant (Peter L. Malkin, Donald
         A. Bettex and Alvin Silverman), in their individual capacities and
         Wien, Malkin & Bettex (currently "Wien & Malkin LLP") counsel to
         Registrant.  The suit claimed that the defendants had engaged in
         breaches of fiduciary duty and acts of self-dealing in relation to
         the Agents' solicitation of consents and authorizations from the
         participants in Registrant in September 1991 and in relation to
         other unrelated acts of the Agents and the sublessee.  By order
         dated July 14, 1997, and entered July 29, 1997, the Court granted
         defendants' motion for summary judgment and dismissal of the
         action.  The plaintiff filed an appeal with respect to the
         foregoing order.  By decision and order entered April 2, 1998, the
         Appellate Court unanimously affirmed the order dismissing the
         action.  The Appellate Court has denied the plaintiff permission
         to appeal to the New York Court of Appeals.  The plaintiff has
         applied directly to the Court of Appeals for permission to appeal
         to that Court; the application is pending. The plaintiff has also
         filed a further complaint alleging similar claims, purportedly as
         a class action.  Defendants' counsel has filed a motion to dismiss
         the new complaint based upon the Court's prior rulings and on
         other grounds.

                   Proceedings Involving Trump Empire State Partners:  In
         December 1994, Registrant received a notice of default from Trump.
         The Trump default notice to Registrant claimed that Registrant was<PAGE>
         Empire State Building Associates                               11.
         June 30, 1998


  

         in violation of its master lease because of extensive work which
         Sublessee had undertaken as part of an improvement program that
         commenced before Trump reportedly acquired its interest in the
         property in 1994.  Trump's notice also complained that the
         Building was in need of repairs.  On February 14, 1995, Registrant
         and Sublessee filed an action in New York State Supreme Court
         against Trump for a declaratory judgment that none of the matters
         set forth in the notice of default constitutes a violation of the
         master lease or sublease and that the notice of default is
         entirely without merit.  Registrant's and Sublessee's suit also
         seeks an injunction to prevent Trump from implementing the notice
         of default.  On March 24, 1995, the Court granted Registrant a
         preliminary injunction against Trump.  In 1996 the Court granted
         two additional preliminary injunctions against Trump with respect
         to two additional default notices.  The preliminary injunctions
         prohibit Trump from acting on its notices 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.  The Appellate Court
         has upheld and affirmed the granting of such preliminary injunc-
         tions against the Trump defendants.  

                   On February 15, 1995, Trump filed an action against
         Registrant, Sublessee, Counsel,Harry B. Helmsley,(a partner in
         Sublessee), Helmsley-Spear, Inc. (the management company of the
         Empire State Building), and the Agents for Registrant in New York
         State Supreme Court, alleging that the notice of default is valid
         and seeking damages and related relief based thereon.  On October
         24, 1996 the Court dismissed all of Trump's claims in their
         entirety against all defendants in the action.  Trump appealed
         this Order.  The Appellate Court has unanimously affirmed the
         dismissal of Trump's claims.  

                   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.  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 ap-
         plications 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, but dismissed Registrant's and Sublessee's claims against
         Trump and co-defendants for money damages.  Registrant and
         Sublessee appealed that portion of the Court's order dismissing
         their claims for money damages.  The Appellate Court has affirmed
         that part of the Court's order dismissing the claims for money
         damages.<PAGE>
         Empire State Building Associates                               12.
         June 30, 1998
  



                   New York Skyline Inc.:  Registrant is a defendant in an
         action instituted in the Supreme Court of the State of New York,
         County of New York, entitled New York Skyline Inc. v. Empire State
         Building Company, Empire State Building Associates, Nell H.
         Kessner, Helmsley-Spear, Inc. and Stephen A. Tole.  This lawsuit,
         which was brought by a tenant in the Building and was filed on
         December 23, 1997, seeks at least $205,000,000 in damages.  In its
         complaint, plaintiff-tenant asserts thirteen causes of action
         (twelve of which are against Sublessee) in connection with its
         leases and license agreements of space in the Building and alleges
         that it is entitled to, among other things, specific performance
         as to its alleged rights under its leases and licensing agreements
         with Sublessee, a declaratory judgment as to the rights of the
         parties under the leases and licensing agreements, any monies al-
         legedly due plaintiff under those agreements, as well as injunc-
         tive relief and additional money damages.  While the complaint
         includes Registrant as a named defendant, it does not allege or
         identify any agreement between plaintiff and Registrant or any
         other basis of liability on Registrant's part to plaintiff.

                   On or about February 5, 1998, plaintiff served an
         amended complaint which, among other things, added Kessner &
         Cyruli, f/k/a Nell H. Kessner & Associates, former landlord-tenant
         counsel for the Building, and Eileen Aluska, a former Helmsley-
         Spear, Inc. employee, as party defendants.  The amended complaint
         asserts eleven causes of action, similar to those asserted in the
         original complaint. On March 16, 1998, Registrant filed an answer
         to the amended complaint denying all allegations of liability.
         Registrant intends to contest the case vigorously. Because the
         action is still in the pleading stage and pre-trial discovery has
         not yet started, counsel for Registrant has not formed a
         professional conclusion that an adverse outcome is either probable
         or remote.  

                   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 against
         Helmsley-Spear, Inc. and Leona Helmsley concerning various part-
         nerships which own, lease or operate buildings managed by
         Helmsley-Spear, Inc., including Registrant's property.  In their
         complaint, plaintiffs sought the removal of Helmsley-Spear, Inc.
         as managing and leasing agent for all of the buildings.
         Plaintiffs also sought an order precluding Leona Helmsley from
         exercising any partner management powers in the partnerships.  In
         August, 1997, the Supreme Court directed that the foregoing claims
         proceed to arbitration.  As a result, Mr. Malkin and Wien & Malkin
         LLP filed an arbitration complaint against Helmsley-Spear, Inc.
         and Mrs. Helmsley before the American Arbitration Association.
         Helmsley-Spear, Inc. and Mrs. Helmsley served answers denying<PAGE>
         Empire State Building Associates                               13.
         June 30, 1998



  
         liability and asserting various affirmative defenses and
         counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply
         denying the counterclaims.  By agreement dated December 16, 1997,
         Mr. Malkin and Wien & Malkin LLP (each for their own account and
         not in any representative capacity) reached a settlement with
         Mrs. Helmsley of the claims and counterclaims in the arbitration
         and litigation between them.  Mr. Malkin and Wien & Malkin LLP are
         continuing their prosecution of claims in the arbitration for
         relief against Helmsley-Spear, Inc., including its termination as
         the leasing and managing agent for various entities and proper-
         ties, including the Registrant's Sublessee.


         Item 5.   Other Information

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

                   In 1990, Sublessee commenced its latest improvement
         program which is estimated to be completed in 1999 at a total cost
         in excess of $68,000,000.  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
         the installation of a computerized control system and replacement
         of all electrical and mechanical equipment.  The elevator modern-
         ization program has increased elevator speed from 800 to 950 feet
         per minute to 1200 feet per minute.  Also included is waterproof-
         ing the Building's exterior, resetting and repairing the limestone
         facade, upgrading the Building's security system, upgrading and
         replacing the Building's fire safety system and making substantial
         further improvement to the air-conditioning, domestic pump and
         water systems, waterproofing the mooring mast and installing a new
         observation deck ticket office. 

                   The Sublessee anticipates that the costs of improvements
         to be incurred will reduce Overage Rent during the years 1998 and
         1999, 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
         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.  <PAGE>
         Empire State Building Associates                               14.
         June 30, 1998


  

         Item 6.   Exhibits and Reports on Form 8-K

                   (a)  The exhibit hereto is incorporated by reference.  

                   (b)  Registrant did not file any report on Form 8-K for
         the period for which this report is being filed.  <PAGE>
\
         Empire State Building Associates                               15.
         June 30, 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: August 14, 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: August 14, 1998







         ______________________
            *  Mr. Katzman supervises accounting functions for Registrant<PAGE>
         Empire State Building Associates                               16.
         June 30, 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 which
                      was filed as Exhibit 24 to
                      Registrant's 10-Q for the quarter
                      ended March 31, 1998 and is
                      incorporated herein by reference.  







         ______________________
         *    Page references are based on sequential numbering system.<PAGE>