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 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 0-827

                  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 6 of this Report.
        Number of pages (including exhibits) in this filing:  8<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 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 nine month 
        period ended September 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 
        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 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 nine month period ended 
        September 30, 1998 as compared with the nine month period ended 
        September 30, 1997.  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 nine month period ended September 30, 1998 as compared with 
        the nine month period ended September 30, 1997.

                                 -2- <PAGE>
		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 $202,505 through July 31, 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 nine month period ended September 30, 1998, as 
        compared with the nine month period ended September 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 September 
        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 
                                    -3- <PAGE>
        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. 

        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 
        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:  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)    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 17, 1998, 
                reflecting a change in the Partners of 
                Registrant, effective as of April 15, 
                1998.

        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.

                                  -6- <PAGE>

                                                               EXHIBIT 3(b)


        AMENDED BUSINESS CERTIFICATE


                The undersigned hereby certify that a certificate of business 
        under the assumed name 


        EMPIRE STATE BUILDING ASSOCIATES


        for the conduct of business at 60 East 42nd Street, New York, New 
        York, was filed in the office of the County Clerk New York County, 
        State of New York, on the 23rd day of August, 1961, under index 
        number 6543/61; that the last amended certificate was filed on the 
        19th day of August, 1996, in the office of said County Clerk under 
        index number 6543/61.

                It is hereby further certified that this amended certificate 
        is made for the purposes of more accurately setting forth the facts 
        recited in the original certificate or the last amended certificate 
        and to set forth the following changes in such facts;*


        JOHN L. LOEHR, residing at 286 Alpine Circle, River Vale, New 
        Jersey 07675, has been succeeded as a partner by RICHARD A. 
        SHAPIRO, residing at 38 Flint Avenue, Larchmont, New York 10538.

        STANLEY KATZMAN, residing at 30 East 62nd Street, New York, New 
        York 10021, has been succeeded as a partner by THOMAS N. KELTNER, 
        Jr., residing at 1111 Park Avenue, New York, New York 10128.


        The members of EMPIRE STATE BUILDING ASSOCIATES now consist of:   
        Thomas N. Keltner, Jr., Peter L. Malkin and Richard A. Shapiro.


                In Witness Whereof, the undersigned have as of the 15th day of 
        April, 1998 made and signed this certificate.


        s/s Stanley Katzman             s/s Thomas N. Keltner, Jr.
            STANLEY KATZMAN                 THOMAS N. KELTNER, JR.


        s/s John L. Loehr               s/s Richard A. Shapiro
            JOHN L. LOEHR                   RICHARD A. SHAPIRO


        s/s Peter L. Malkin 
            PETER L. MALKIN


                               -7- <PAGE>

        State of New York, County of New York       ss.:


                On this 29th day of July, 1998 before me personally appeared 
        JOHN L. LOEHR, STANLEY KATZMAN, THOMAS N. KELTNER, JR., PETER L. 
        MALKIN and RICHARD A. SHAPIRO, to me known and known to me to be 
        the individuals described in and who executed the foregoing 
        certificate, and they thereupon duly acknowledged to me that they 
        executed the same.





							s/s Notary Public
							s/s NOTARY PUBLIC



                               -8- <PAGE>