CONSENT AND OPERATING AGREEMENT FOR
                EMPIRE STATE BUILDING ASSOCIATES L.L.C.


        Reference is made to Empire State Building Associates ("Associates"), a
partnership existing under a July 11, 1961 Agreement among Lawrence A. Wien
and others (the "Agreement").

	It is the intent of the undersigned partners in Associates to convert
Associates to a limited liability company on the basis that, after such
conversion, Associates will as specified in the applicable New York statute
be the same entity with the same assets and that Associates' partners and
participants will have the same rights and duties, except that such partners
and participants will hereafter receive the benefit of the resulting
insulation from liability to third parties.

	To effect the matters herein, the undersigned partners in Associates
hereby irrevocably consent and agree (i) to convert Associates to a New York
limited liability company with the name "Empire State Building Associates
L.L.C.", (ii) to continue at all times to have the same rights and obligations
in relation to the other members of such company as the undersigned would have
under applicable law as if such company were a partnership, (iii) to cause
Associates to continue to be treated as a partnership for income tax purposes,
(iv) to instruct and authorize Wien & Malkin LLP, as Associates' Supervisor,
to effect the conversion (including, without limitation, acting as agent for
Associates and its members in executing and filing any necessary certificate)
with such changes in the Agreement as may be deemed necessary by Wien & Malkin
LLP under New York law, so long as such changes do not substantively change the
rights and responsibilities among the parties to the Agreement or the effect
of such conversion as described herein, and (v) to adopt all terms of the
Agreement as Associates' limited liability company operating agreement with
only the following modifications:

        1. Throughout the Agreement, "partnership" shall be amended to read
"limited liability company"; "partner" shall be amended to read "member";
and Empire State Building Associates" shall be amended to read "Empire State
Building Associates L.L.C."

        2. The following shall be added as a new last sentence of Paragraph
9 of the Agreement:

        "No member shall have the right to withdraw and receive cash for his or
her interest from the limited liability company prior to dissolution and
liquidation of the company, but this provision shall not affect a member's right
to sell, assign, pledge, or otherwise dispose of such interest hereunder."

	As amended hereunder, all terms of the Agreement are hereby confirmed
and remain fully in effect as Associate's limited liability company operating
agreement.  By signing below, the undersigned irrevocably consent and become
a party to the Agreement as amended hereunder, which shall be binding on the
undersigned and their respective heirs, representatives, successors and assigns.

        The terms of Associates' participating agreements under which the
undersigned serve as agents for participants are hereby confirmed and remain
fully in effect without change.

	To confirm the foregoing, the undersigned have signed below as of the
date indicated.

Date:	As of September 30, 2001



                                                     /s/ Peter L. Malkin
                                                     Peter L. Malkin




                                                     /s/ Anthony E. Malkin
                                                     Anthony E. Malkin




                                                     /s/ Thomas N. Keltner, Jr.
                                                     Thomas N. Keltner, Jr.

11493