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 September 30, 1997

					 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 Nine Months
				   Ended September 30,    Ended September 30,
				     1997        1996        1997       1996

 Income:

   Rent income, from a related
     party (Note B)               $1,504,688 $1,504,688  $4,514,063  $4,514,063
   Dividend income                     2,647      2,090       7,781       6,345
				  ---------- ----------  ----------  ----------
       Total income                1,507,335  1,506,778   4,521,844   4,520,408
				  ---------- ----------  ----------  ----------
 Expenses:

   Leasehold rent                    492,500    492,500   1,477,500   1,477,500
   Supervisory services, to a 
     related party (Note C)           39,854     39,854     119,563     119,563
   Amortization of leasehold          52,117     52,117     156,351     156,351
   Miscellaneous                         -0-        -0-         -0-          47
				  ---------- ----------  ----------  ----------
       Total expenses                584,471    584,471   1,753,414   1,753,461
				  ---------- ----------  ----------  ----------
 Net income                       $  922,864 $  922,307  $2,768,430  $2,766,947
				  ========== ==========  ==========  ==========
 Earnings per $10,000 partici-
   pation unit, based on 3,300
   participation units out-
   standing during the year       $   279.66 $   279.49  $   838.92  $   838.47
				  ========== ==========  ==========  ==========

   Distributions per $10,000 
     participation consisted 
     of the following:
    Income                        $  279.66  $   279.49  $   838.92  $   838.47
    Return of capital                 14.99       15.16       45.02       45.47
				  ---------  ----------  ----------  ----------
	Total distributions       $  294.65  $   294.65  $   883.94  $   883.94
				  =========  ==========  ==========  ==========

	At September 30, 1997 and 1996, there were $33,000,000 of participations
	outstanding.<PAGE>
	





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


 Assets                                  September 30, 1997  December 31, 1996
 Current assets
   Cash                                          $  375,933         $  368,152
   Prepaid rent                                      23,831             23,831
						 ----------         ----------
       Total current assets                         399,764            391,983

 Real Estate 
   Leasehold on Empire State Building            39,000,000         39,000,000
     Less, allowance for amortization            35,820,840         35,664,489
						 ----------         ----------
						  3,179,160          3,335,511
						 ----------         ----------
       Total assets                              $3,578,924         $3,727,494
						 ==========         ==========

 Capital
   Capital January 1,                             3,727,494          3,927,316
   Add, Net income: 
     January 1, 1997 through September 30, 1997   2,768,430                -0-
     January 1, 1996 through December 31, 1996          -0-          3,689,511
						 ----------        -----------
						  6,495,924          7,616,827
   Less, Distributions:
     Monthly distributions,
       January 1, 1997 through September 30, 1997 2,917,000                -0-
       January 1, 1996 through December 31, 1996        -0-          3,889,333
						 ----------        -----------
						  2,917,000          3,889,333
						 ----------        -----------
 Capital                                          3,578,924          3,727,494
						 ----------        -----------
     Total liabilities and capital               $3,578,924        $ 3,727,494
						 ==========        ===========<PAGE>






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




					   January 1, 1997     January 1, 1996
						   through             through
					September 30, 1997  September 30, 1996

   Cash flows from operating activities:
     Net income                                $2,768,430          $2,766,947 
     Adjustments to reconcile net income 
       to cash provided by operating
       activities:
       Amortization of leasehold                  156,351             156,351 
     Change in deferred credit                        -0-             501,563 
					       ----------          ---------- 

       Net cash provided by operating
	 activities                             2,924,781            3,424,861
					       ----------          ---------- 
   Cash flows from financing activities:
     Cash distributions                        (2,917,000)         (2,917,000)
					       ----------          ---------- 
       Net cash used in financing 
	 activities                            (2,917,000)         (2,917,000)
					       ----------          ---------- 
       Net increase (decrease) in cash and 
	 cash equivalents                           7,781             507,861 

   Cash and cash equivalents
     beginning of period                          368,152             359,505 
					       ----------          ---------- 

   Cash and cash equivalents
     end of period                             $  375,933          $  867,366 
					       ==========          ========== <PAGE>
	 Empire State Building Associates                               5.
	 September 30, 1997





	 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.  

		   Registrant's partners are Peter L. Malkin, John L. Loehr
	 and Stanley Katzman (collectively 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.  

		   The value of the Master Lease is stated at cost.  To
	 reflect Registrant's exercise of the first renewal option under<PAGE>
	 
	 Empire State Building Associates                               6.
	 September 30, 1997





	 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 1996, Sublessee reported net operating loss of
	 $7,914,032; therefore, there was no Overage Rent.  

		   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
	 September 30, 1997, such remaining cash investment was
	 $33,000,000, representing the original cash investment of the
	 Participants in Registrant.

		   No remuneration was paid during the three and nine month
	 periods ended September 30, 1997 by Registrant to any of the Part-
	 ners as such.  Pursuant to the Fee arrangements described herein,
	 Registrant paid Counsel $25,000 and $75,000, respectively, of the
	 Basic Payment for supervisory services for the three and nine
	 month periods ended September 30, 1997, and $4,951 a month as the
	 Additional Payment for supervisory services.  The supervisory
	 services provided to Registrant by Counsel include legal,<PAGE>
         
	 Empire State Building Associates                               7.
	 September 30, 1997





	 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
	 disbursements, 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 pro
	 rata share of any legal fees or other remuneration paid to Counsel
	 for legal and supervisory services rendered to Registrant and
	 Sublessee.

		   As of September 30, 1997, the Partners owned of record
	 and beneficially an aggregate of $158,750 of participations in
	 Registrant, representing less than 1% of the currently outstanding
	 participations therein totaling $33,000,000.

		   In addition, as of September 30, 1997 certain of the
	 Partners (or their respective spouses) held additional
	 Participations as follows:

		   Stanley Katzman owned of record as trustee, but not
		   beneficially, $27,500 of Participations.  Mr. Katzman
		   disclaims any beneficial ownership of such
		   Participations.

		   Peter L. Malkin owned of record as trustee or
		   co-trustee, but not beneficially, $175,000 of
		   Participations.  Mr. Malkin disclaims any beneficial
		   ownership of such Participations.<PAGE>
         
	 Empire State Building Associates                               8.
	 September 30, 1997





		   Isabel W. Malkin, the wife of Peter L. Malkin, owned of
		   record and beneficially $153,333 of Participations.  Mr.
		   Malkin disclaims any beneficial ownership of such
		   Participations.

	 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 three and
	 nine month periods ended September 30, 1997, Registrant made
	 regular monthly distributions of $98.21 for each $10,000 par-
	 ticipation ($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 negatively impact Overage
	 Rent otherwise payable for 1997.  It is difficult for management
	 to forecast the New York City real estate market over the next few
	 years.  

		   Total income increased for the three and nine month
	 periods ended September 30, 1997 as compared with the three and
	 nine month periods ended September 30, 1996.  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 three-month period ended<PAGE>
	 Empire State Building Associates                               9.
	 September 30, 1997





	 September 30, 1997 as compared with the three-month period ended
	 September 30, 1996.  Total expenses decreased for the nine-month
	 period ended September 30, 1997 as compared with the nine-month
	 period ended September 30, 1996.  Such decrease resulted from
	 miscellaneous expenses incurred in the nine-month period ended
	 September 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 $138,380 through July 31, 1997.
	 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 three and nine month periods ended September 30,
	 1997, as compared with the three and nine month periods ended
	 September 30, 1996.<PAGE>
         
	 Empire State Building Associates                              10.
	 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, 1997.

		   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,
	 1996, 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:  This
	      action was filed in October 1991, in New York Supreme Court.
	      Plaintiff holds a $20,000 original participation in
	      Registrant.  The defendants are the partner Agents of
	      Registrant and Wien, Malkin & Bettex (now Wien & Malkin LLP).
	      Plaintiff has claimed that defendants have committed breaches
	      of fiduciary duty in connection with a solicitation of
	      consents of participants in Registrant in September, 1991,
	      and in respect to other matters affecting Registrant.  By
	      order and decision dated July 14, 1997, the Court denied
	      plaintiff's motion for partial summary judgment, granted the
	      defendants' motion for summary judgment and dismissed the
	      action.  The plaintiff has filed an appeal with respect to
	      the foregoing order.  The appeal is scheduled to be heard by
	      the Appellate Court in early 1998.

		   Proceedings Involving Trump Empire State Partners:  In
	      December 1994, Registrant received a notice of default from
	      Trump Empire State Partners ("Trump"),  claiming that
	      Registrant is in violation of the Master Lease because of
	      extensive work which Sublessee has undertaken as part of an
	      improvement program that commenced before Trump reportedly
	      acquired its interest in the Property in 1994.  Trump's
	      notice also complains that the building is in need of<PAGE>
         
	 Empire State Building Associates                              11.
	 September 30, 1997





	      repairs.  On February 14, 1995, Registrant and Sublessee
	      filed an action in New York State Supreme Court against Trump
	      and a related entity 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.  The injunction prohibits Trump from acting on
	      its notice 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.  

		   On February 15, 1995, Trump filed an action against
	      Registrant, Sublessee, Counsel, Harry B. Helmsley,
	      Helmsley-Spear, Inc. and the Agents for Registrant in New
	      York 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 has appealed this dismissal.  

		   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 for 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 applications 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.  Trump noticed an appeal of the foregoing
	      order.  The Court directed that the remaining claims should
	      proceed to trial.  At the same time, the Court dismissed
	      Registrant's and Sublessee's claims against Trump and co-
	      defendants for money damages.  Registrant and Sublessee have
	      taken an appeal from that portion of the Court's order
	      dismissing their claims for money damages.

		   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, on behalf of themselves and various partnerships,
	      including Registrant, against Helmsley-Spear, Inc. and Leona
	      Helmsley.  The filing of the action was accompanied by a
	      motion for a Temporary Restraining Order and a Preliminary
	      Injunction by which the plaintiffs sought the return of over<PAGE>
	 
	 Empire State Building Associates                              12.
	 September 30, 1997





	      $5,000,000 in Empire State Building Company funds which were
	      being wrongfully held by Helmsley-Spear, Inc., an order
	      preventing Leona Helmsley from further violations of the
	      partnership agreements of the partnerships, and expedited
	      discovery of Helmsley-Spear, Inc. and Leona Helmsley
	      regarding the financial status of Helmsley-Spear, Inc.  In
	      their complaint, plaintiffs sought the same relief requested
	      in the motion for a Temporary Restraining Order and
	      Preliminary Injunction, as well as the removal of Helmsley-
	      Spear, Inc. as managing and leasing agent for all of the
	      buildings owned by the partnerships on whose behalf the
	      action was brought.  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
	      have filed an arbitration complaint against Helmsley-Spear,
	      Inc. and Mrs. Helmsley before the American Arbitration
	      Association.  Helmsley-Spear, Inc. and Mrs. Helmsley have
	      served answers denying liability and asserting various
	      affirmative defenses and counterclaims.  Mr. Malkin and Wien
	      & Malkin LLP intend to file a reply denying the
	      counterclaims; the reply is due December 1997.

	 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 1997 at a total cost
	 in excess of $60,000,000.  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
	 modernization program has increased elevator speed from 800 to 950
	 feet per minute to 1200 feet per minute.  Also included is water-
	 proofing 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 or eliminate Overage Rent otherwise
	 payable for 1997 through 1999, but should have no effect on the
	 payment of Basic Rent in those years.<PAGE>
         
	 Empire State Building Associates                              13.
	 September 30, 1997





		   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.  

	 Item 6.   Exhibits and Reports on Form 8-K

		   (a)  The exhibit hereto is incorporated by reference.  

		   (b)  Registrant filed a report on Form 8-K on July 1,
	 1997 reporting the commencement of an action against Helmsley-
	 Spear, Inc. and Leona M. Helmsley.  See Item 1.<PAGE>
         
	 Empire State Building Associates                              14.
	 September 30, 1997





				     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 a Power of Attorney, dated
	 August 6, 1996 (the "Power").  



	 EMPIRE STATE BUILDING ASSOCIATES
	 (Registrant)



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


	 Dated:  November 25, 1997


		   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 and as a Partner in
	 Registrant, on the date indicated.  


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


	 Dated:  November 25, 1997










	 ______________________
	    *  Mr. Katzman supervises accounting functions for Registrant<PAGE>
	 
	 Empire State Building Associates                               15.
	 September 30, 1997





				    EXHIBIT INDEX


	    Number                   Document                      Page*


	    25        Power of Attorney dated August 6, 1996
		      between Stanley Katzman, Peter L.
		      Malkin and John L. Loehr as Partners
		      of Registrant and Stanley Katzman and
		      Richard A. Shapiro.  





































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