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 March 31, 1999

                                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 14 of this Report.
Number of pages (including exhibits) in this filing: 37  <PAGE>



                       PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                Empire State Building Associates
                Condensed Statement of Income
                        (Unaudited)

                                         For the Three Months
                                             Ended March 31,
                                               1999        1998
Income:

	Rent income, from a related 
                party (Note B)          $1,504,687      $1,504,687
        Dividend income                     47,158          27,179
					----------	----------
                Total income             1,551,845       1,531,866
					----------	----------
Expenses:

        Leasehold rent                     492,500         492,500
	Supervisory services, to a 
		related party (Note C)	    39,854	    39,854
	Amortization of leasehold	    52,117	    52,117
					----------	----------
                Total expenses             584,471         584,471
					----------	----------
Net income                              $  967,374      $  947,395
					==========	==========
Earnings per $10,000 participation
	unit, based on 3,300 
	participation units 
	outstanding during the year	$   293.14	$   287.09
					==========	==========

	Distributions per $10,000
		participation consisted 
		of the following:
        Income                          $   293.14      $   287.09
        Return of capital                   856.05          329.17
					----------	----------
		Total distributions	$ 1,149.19	$   616.26
					==========	==========

	At March 31, 1999 and 1998, there were $33,000,000 of participations 
outstanding.



                                     <PAGE>
                Empire State Building Associates
                Condensed Statement of Income
                        (Unaudited)
Assets                                       March 31, 1999   December 31, 1998
Current assets
  Cash                                           $  328,363      $   328,636
  Prepaid rent                                       23,831           23,831
  Additional rent due from Empire State 
    Building Company, a related party                   -0-      $   609,852
  Fidelity U.S. Treasury Income Portfolio         2,555,903        4,906,745
                                                 ----------      -----------
                Total current assets              2,908,097        5,869,064
Real Estate	
  Leasehold on Empire State Building             39,000,000       39,000,000
   Less, allowance for amortization              36,133,543       36,081,426
                                                 ----------      -----------
                                                  2,866,457        2,918,574
                                                 ----------      -----------
                Total assets                     $5,774,554      $ 8,787,638
                                                 ==========      ===========
Current Liabilities:
  Accrued legal fees, to a related 
    Party                                        1,452,216       1,460,341
  Accrued supervisory services,
      to a related party                               -0-         180,000
                                                 ---------      ----------
                Total Current Liabilities       $1,452,216      $1,640,341
                                                ----------      ----------
Capital
  Capital January 1,                             7,147,297       4,590,721
  Add, Net income:
   January 1, 1999 through March 31, 1999	   967,374	       -0-
   January 1, 1998 through December 31, 1998	       -0-	 7,507,228
                                                ----------      ----------
                                                 8,114,671      12,097,949
Less, Distributions: 
  Monthly distributions,
   January 1, 1999 through March 31, 1999	   972,333	       -0-
   January 1, 1998 through December 31, 1998	       -0-	 3,889,334
Additional Distribution on March 5, 1999
  of overage rent for the lease year 
  ended December 31, 1998                        2,820,000             -0-

Additional Distribution on March 5, 1998 
  of overage rent for the lease year 
  ended December 31, 1997                              -0-       1,061,318
                                                ----------      ----------
                                                 3,792,333       4,950,652
                                                ----------      ----------
Capital
  March 31, 1999                                 4,322,338             -0-
  December 31, 1998                                    -0-       7,147,297
                                                ----------      ----------
	Total liabilities and capital:
          March 31, 1999                         5,774,554
          December 31, 1998                     ==========       8,787,638
                                                                ==========


                             -2-       <PAGE>

                        Empire State Building Associates
                         Condensed Statement of Income
                                (Unaudited)

                                          January 1, 1999   January 1, 1998
                                               through          through
                                           March 31, 1999    March 31, 1998

Cash flows from operating activities:
Net income                                    $  967,374      $  947,395
Adjustments to reconcile net income 
  to cash provided by operating 
  activities:
  Amortization of leasehold                      52,117          52,117

Change in Investment in Fidelity U.S.
  Treasury Income Portfolio                    2,350,842           -0-
Change in additional rent due                    609,852      2,401,300
Change in accrued supervisory services          (180,000)       (67,744)
Change in accrued legal fees                      (8,125)          -0-
Change in legal fee reserve account                  -0-     (1,277,110)
                                              ----------     ----------
	Net cash provided by operating
          activities                           3,792,060      2,055,958
                                              ----------     ----------
Cash flows from financing activities:
        Cash distributions                    (3,792,333)    (2,033,651)
                                              ----------     ----------
	Net cash used in financing 
          activities                          (3,792,333)    (2,033,651)
                                              ----------     ----------
	Net increase (decrease)
          in cash and cash equivalents              (273)        22,307

Cash and cash equivalents 
  beginning of period                            328,636         378,529
                                              ----------      ----------
Cash and cash equivalents 
  end of period                               $  328,363      $  400,836
                                              ==========      ==========



                                        -3- <PAGE>
Empire State Building Associates
March 31, 1999

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 presented 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, Thomas N. 
Keltner, Jr. and Richard A. Shapiro (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 
the 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 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.

                                -4- <PAGE>
Empire State Building Associates
March 31, 1999

        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 1998, Sublessee reported net operating profit of 
$9,219,704; therefore, there was Overage Rent of $4,109,852 for the 
year ended December 31, 1998.  Registrant paid Counsel $180,000 as an 
additional payment for supervisory services.

       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, 1999, 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 month period ended 
March 31, 1999 by Registrant to any of the Partners as such.  Pursuant 
to the Fee arrangements described herein, Registrant paid Counsel 
$25,000 of the Basic Payment for supervisory services for the three 
month period ended March 31, 1999, 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 part-
nership 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 


                        -5- <PAGE>
Empire State Building Associates
March 31, 1999

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 March 31, 1999, the Partners owned of record and 
beneficially an aggregate of $65,000 of participations in Registrant, 
representing less than 1% of the currently outstanding participations 
therein totaling $33,000,000.

        In addition, as of March 31, 1999 certain of the Partners 
(or their respective spouses) held additional Participations as 
follows:

        Trusts for the benefit of members of Peter L. Malkin's 
        family owned of record and beneficially $379,583 of 
        Participations. Mr. Malkin disclaims any beneficial 
        ownership of such Participations, except that such Trusts 
        are required to complete scheduled payments to Mr. Malkin.

        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.

        Richard A. Shapiro owned of record as custodian, but not 
        beneficially $12,500 of Participations.  Mr. Shapiro 
        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 

                                -6- <PAGE>
Empire State Building Associates
March 31, 1999
                        
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 month 
period ended March 31, 1999, 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 difficult for management to forecast the New York 
City real estate market over the next few years.  

        Total income increased for the three month period ended 
March 31, 1999 as compared with the three month period ended March 31, 
1998.  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 March 31, 1999 as compared with the three month period 
ended March 31, 1998.

        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 interest 
thereon.  The Supreme Court, New York County, granted summary judgment 
in favor of the State, which was affirmed by the Appellate Division, 
holding that the State utility tax applies to such inclusion charges. 
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.  The 
State has accepted a bond as security for the unpaid liability.  
Company also is liable for New York State Utility tax for periods 
after December 31, 1992.  The state assessed tax for the years 1993 
through 1995, in the sum of $636,404 plus interest of $249,521 through 
December 31, 1998.  Company is currently negotiating a payment 
schedule for the aforesaid liability.

                        -7- <PAGE>
Empire State Building Associates
March 31, 1999

        The City of New York has asserted a Utility Tax deficiency 
in the amount of $277,125 against Company, through December 31, 1994, 
in connection with water, steam and non-metered electricity rent 
inclusion charges to tenants, plus accured interest of approximately 
$252,479 through March 31, 1999.  Company is contesting the 
calculation of the city's proposed Utility Tax deficiency.  The final 
outcome of its appeal cannot presently be determined.  Accordingly, no 
provision for any liability that may result upon final adjudication 
has been made in the accompanying financial statements.

        Company also is liable for additional New York City Utility 
Tax 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 month period ended March 31, 1999, as compared 
with the three month period ended March 31, 1998.

        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 March 31, 1999.

        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, 1998, which report 
and all exhibits thereto are incorporated herein by reference and made 
a part hereof.








                                -8- <PAGE>
Empire State Building Associates
March 31, 1999


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 Plaintiff has been denied permission to appeal to the New 
York Court of Appeals.  The Plaintiff has filed a further Complaint 
alleging similar claims, purportedly as a class action.  Defendant's 
counsel filed a motion to dismiss the new complaint based upon the 
Court's prior rulings and on other grounds.  In March, 1999, the Court 
granted the motion for dismissal of the new complaint.

        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 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 ("Action No. 1") 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 injunctions against the Trump defendants.

                                -9- <PAGE>
Empire State Building Associates
March 31, 1999

         On February 15, 1995, Trump filed an action ("Action No. 2")
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 Action No. 2.  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 ("Action No. 3") against Trump and various affiliated 
persons for breach of the master lease and sublease, and disparagement 
of the property in violation of Registrant' and Sublessee's leasehold 
rights.  The action was amended to include additional claims by 
Registrant and Sublessee (the "Ownership Claim") 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, 
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.

        On March 16, 1999, the New York Supreme Court granted 
summary judgment in Action Nos. 1 and 3 in favor of Registrant and the 
Sublessee and against the Trump defendants as to most of the alleged 
lease defaults set forth in the Trump default notice of December 1994, 
and as to the two additional Trump default notices in their entirety 
and the Ownership Claim.

        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 allegedly due plaintiff under 
those agreements, as well as injunctive 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 April 7, 1999, Registrant's 

                                -10-
                                <PAGE>
Empire State Building Associates
March 31, 1999

counsel filed an application to the Court for summary judgment and
dismissal of the action as to Registrant.  The motion is scheduled for 
submission to the Court on May 26, 1999.

        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 partnerships 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 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 properties, including the 
Registrant's Sublessee.

Item 4.	Submission of Matters to a Vote of Participants.

        On November 2, 1998, the Partners mailed to the Participants 
a STATEMENT ISSUED BY THE AGENTS IN CONNECTION WITH THE SOLICITATION 
OF CONSENTS OF THE PARTICIPANTS (the "Statement") requesting their 
authorization for the designation of new Successor Agents.  The 
details of the Partners' proposal are provided in the Definitive Proxy 
Statement which was filed with the Securities and Exchange Commission 

                                -11- <PAGE>
Empire State Building Associates
March 31, 1999

as Schedule 14-A on October 28, 1998, and is incorporated herein by
reference.  On April 12, 1999, the Partners mailed to the Participants 
notice that they received the necessary consents for the appointment 
of new successor agents.

Item 5.	Other Information

        The Sublessee is to maintain 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 modernization program has 
increased elevator speed from 800 to 950 feet per minute to 1200 feet 
per minute.  Also included is waterproofing 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 year 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.  

Item 6.	Exhibits and Reports on Form 8-K

        (a)  See exhibit index.

        (b)  Registrant did not file any report on Form 8-K for the 
period for which this report is being filed.  



                           -12- <PAGE>

Empire State Building Associates
March 31, 1999


                        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: May 18, 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: May 18, 1999











__________________________
*	Mr. Katzman supervises accounting functions for Registrant.

                              -13- <PAGE>
Empire State Building Associates
March 31, 1999


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 reference 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.

13(a)           Letter to Participants dated April 23,  
		1999 and supplementary financial reports 
                for the fiscal year ended December 31, 
                1998.  The foregoing material shall not be 
                deemed filed with the commission or 
                otherwise subject to the liabilities of 
                Section 18 of the Securities Exchange Act 
                of 1934.

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.

                                -14- <PAGE>